When Nightmares Walk Amoungst Us
by CubbiesFan1
Summary: My first real fanfic attempt, I hope you all enjoy. Jonny Quest Resident Evil Crossover. Race Bannon and Phil Corbin deal with some unfinished business. Story Complete!
1. Chapter 1

I don't own Jonny Quest or any of its affiliates and I am not making any money off of this. Also, I don't own Resident Evil or any or its affiliates. I am not making any money off of this in ANY conceivable way.

When Nightmares Walk Amongst Us By: Sigokat

Race leaned over, squinting at the clock on his nightstand. '03:34! Now what the hell has happened?' He muttered to himself and he retrieved the ringing, vibrating cell phone off the stand.

"Bannon." He mumbled.

"It's Phil." Replied the voice on the other end. "I just got some news that I've been waiting on for a long time now."

Race rubbed his eyes as he listened to Phil's agitated voice. "What is it? What's going on?"

"The one that got away from me. He's finally resurfaced; I knew it was just a matter of time."

"You mean…Krumlanski? Where? When?"

"I just received word that he's going to be attending some sort of big wig biochemistry convention in Chicago in two weeks. The Umbrella Corporation is hosting it."

"Any idea where he's been for, what is it now, 5 years?" Race asked, suddenly interested.

"Actually it's been 6 years and 3 months now." Phil corrected with a somewhat sarcastic tone. Race couldn't tell for sure if Phil was really pissed or not.

"So where has he been?" Race asked again.

"I'll let you know when I see you next week once I get more information. If Dr. Quest has not yet received a formal invite to this convention, I'll make sure he does. I need you there with me. I know Krumlanski is up to something and I'm willing to bet that it's not legal. However, for all intensive purposes it is safe to say that he has definitely moved up from lackey to definite scum."

Race was careful in phrasing his next question, "Phil, what do you intend to do about him?"

"I think you already know that answer to that. I'll let you know when arrangements have been made for Quest and I'll see you in a few days." Phil responded and hung up before Race could reply.

Race lay back in his bed, staring at the ceiling. Phil was right, Race did know the answer to the question, he knew that this Krumlanski scum was the last one left, the one that they never got. He knew what Krumlanski did to Phil and he also knew with all his heart what Phil Corbin intended to do to Krumlanski when he found him.

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Race sat at the kitchen table staring out the window as Jonny and Jessie argued about some inane video game feud from Questworld. Dr. Quest sat reading the morning newspaper and Hadji had already gone off to startup Questworld to settle the ongoing dispute amongst the other two teens.

All of this happened around Race without him even noticing.

"Dad?" Jessie asked, finally noticing her father was acting quite strange. "Dad, are you ok?" She tapped him on the shoulder.

"Huh?" He responded.

"You ok, dad?"

"Yeah, Race, what's up? You look kind of out of it." Jonny chimed in.

"I didn't sleep too well last night." He answered vaguely.

"Race," Dr. Quest stated, "The major pharmaceutical company, Umbrella Corporation is hosting a convention in Chicago in two weeks. I received an invitation to attend. I've always been interested in their biomedical research and developments."

"Oh you already know about it then?" Race said before thinking.

"What?" Dr. Quest inquired, "How did you know about it?"

Race glanced down at his plate of food, finally seeing for the first time that he had hardly touched any of it. "Oh, I have a friend in Chicago who mentioned it a few weeks ago. He works at the hotel that is hosting it; an old high school buddy." Race managed to stammer out the words in quite a convincing tone, "He knew I knew you and figured you would be there. Wanted to try and see each other, you know, talk about old times, stuff like that. I meant to mention it to you, Dr. Quest, but I guess it slipped my mind. Sorry."

Dr. Quest eyed Race for what felt like an eternity. "Oh ok, well we should be leaving some time at the end of next week. So just make sure everything is ready."

"Yes, Dr. Quest." Race replied as he stood up from the table. Since Phil's call earlier in the morning he couldn't get the situation out of his head. He knew what was going to happen and he would be there to see it through. 'It's my fault that this wasn't resolved six years ago.' He thought to himself. 'I'll make sure that he doesn't get away this time.'

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Phil Corbin hadn't felt as nervous as he did right now in a long time. Ever since one of his informants mentioned Krumlanski he began to feel things that he hadn't felt in six long years. He wanted to be cautious; he didn't want him to get away again. Last time it wasn't his fault, being laid up in a hospital bed for over a month can do that to a man. Some of his fellow agents had done a 'favor' for him and taken out the people involved. However, Krumlanski, the ring leader, escaped. Corbin had always known that Krumlanski was nothing more then a puppet for Dr. Zin, however now that Zin was dead, the other one could cut the strings, so to speak.

Corbin had left Washington D.C. early in the morning, heading to Maine. He could have flown, however he needed the time to think so he had opted to drive himself. He needed to formulate his plans. Krumlanski was a criminal and although he couldn't prove anything the little information he was able to obtain before he left had suggested that Krumlanski had started working for the Soviet Union before its ultimate fall in the beginning of the 1990s. After that was when he was picked up by Zin. Krumlanski was only a small time scientist then, still working to perfect the germ and biowarfare devices he had begun to create for the Soviets.

Dr. Zin had Krumlanski working on perfecting those schemes as well as perform certain "tasks" for him. There was only one of those "tasks" that concerned Phil. He hadn't been director of I-1 at the time and he had been working late at home on a particularly intriguing case. That was when he heard the noise, a window breaking to be exact. He grabbed his pistol and cautiously moved up the stairs. His wife, Sarah, had gone to bed some time before. As he reached the top of the stairs, he reached for the door knob and was shocked when the door flew open in front of him. Before he could react he was hit in the face with something hard, more then likely the butt of a rifle. He dropped the pistol as he fell back down the stairs; a man with a M4 was on top of him before he could sit up, the muzzle only inches from his face. Without a word the man grabbed him and hauled him up the stairs and into his living room. Corbin was thrown to the floor, hitting his knee on the coffee table as he fell. He pushed himself up and was forced to his knees from behind. He knew that he had to do something, but he was surrounded. That was when he heard his wife's voice, filled with fear, screaming incoherently as two men dragged her from the bedroom. Phil tried to stand, but was met with another rifle butt to the middle of his back. His wife was thrown to the floor and she tried to move towards Phil, but was stopped by the two men.

"Don't hurt her, you bastards." Phil growled through gritted teeth. His mouth was bloody from the first hit and he ended up spitting blood and spittle on the floor in front of him. The man behind him grabbed his wrists and, using zip-ties, bound his hands behind him. The bounds were too tight, intentionally, causing the ties to cut his skin whenever he struggled. The other men did the same to Sarah. Once they were bound, Corbin saw another man, obviously their leader, standing in front of him.

"What do you want?" Corbin asked.

"My name is Krumlanski." The man replied. He was a weasel of a man, sneering at Corbin from behind his goons.

"I don't give a shit who you are," Corbin said, "What do you want?"

"You know what I want, Mr. Corbin." Krumlanski replied, smiling his shimmering white teeth at him. "The access codes for the weapons project you're working on."

Corbin glared at the man. His silence must have been too long, because Krumlanski nodded to two of the men, and they proceeded to beat Phil. They punched him repeatedly in the face and head, his nose was broken after only a few hits. They kicked him in the stomach, and continued to kick him while he was on the floor. He had no way to shield himself from the blows, as his hands were still tied behind him. He could hear his wife crying, screaming for the men to stop. One of the men lifted Corbin to his feet, his face bloodied, he stared at the man in front of him.

"Kill me and you will never get the codes." Corbin muttered between gasps for air.

Krumlanski smiled back at Corbin, "In due time." He then leaned forward and drove his knee into Corbin's groin, the pain was intolerable and he fell to the ground, grimacing and coughing up blood at the same time.

"Stop it." Sarah pleaded, "You'll kill him."

"Your turn." He said to her.

"No…" was all Corbin could say, before one of the men hit his wife in the face. He struck her again. "Stop!" Corbin cried. The man stopped and looked at him, his face void of emotion. "Stop, don't hurt her, I'll…I'll tell you."

"Phil, don't." Sarah pleaded.

One of the men stepped forward and hit Corbin again. "Just so you remember the right ones." The man said.

Between breaths he gave Krumlanski the access codes, however they were last months codes and would be changed within a few days; he'd never be able to use them.

Krumlanski smiled, "You've done yourself a great service." Then the smile was gone, "However, I still have MY orders to carry out."

"What?" Corbin said, "I gave you what you wanted."

"Just remember my name, the name of the man who killed your wife."

"No, don't…take me…" Corbin tried to fight, but was grabbed by two of the men. They turned him towards his wife, who was in tears. "I'm sorry…" he said to her.

"I love you…" was all she could say before Krumlanski pulled a revolver and took her life from her.

Corbin burst into sobs, they had made him watch, and the men laughed as Krumlanski pulled the trigger. He looked at Krumlanski as he turned the gun on him. Corbin growled at him, "Just kill me now…"

"No, that was your punishment." Krumlanski said. Then the men began to beat him again, the last thing he saw was his wife's body in front of him before he lost consciousness.

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Corbin rubbed his wrists as he drove, remembering that night as if it had happened yesterday. He still had faint scars on his wrists from the ties; they had cut deep into his skin. He had almost died from all the blood loss he had sustained during the beatings. Now, Krumlanski was back, and he wasn't about to let him get away this time.

He pulled into a hotel in a town outside of Rockport, Maine. He had told Race he was on his way, however he needed his rest tonight, and he was in no state to talk to anyone. He couldn't get the memories out of his head; as much as he tried they would not go away. He kept seeing it all happen again, in front of his eyes, over and over again.

Phil checked into a room that was less then spectacular. He was trying to be discreet. He had been waiting all these years for Krumlanski; however he didn't know if Krumlanski had been waiting for him as well. It was doubtful, but he had to be cautious.

Across the parking lot from the hotel was a convenient store, Phil wandered around the store, caught up in not only the past, but also the future, what he would do within the next few weeks. He was so caught up in is thoughts that he did not notice a small Honda pull into the hotel parking lot across the way. The lights went out, but whoever was driving stayed in the vehicle, watching the convenient store. Phil took his things to the counter, a small sandwich, a bag of chips, and a bottle of Jack Daniels.

"Give me 2 packs of cigarettes," Phil mumbled to the kid behind the counter, "and a lighter."

"What kind?" The kid replied.

"I don't know, I don't smoke." Phil replied. "Just give me something non-menthol."

"Yeah, ok." The kid said.

Once he got all his things he walked back to his hotel room, glancing at the Honda. He got inside his room, pulled out the bottle of whiskey, opened it, and took a long drink straight from the bottle. He lit up a cigarette and looked out his window, glancing back at the Honda that was still parked out front.

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Race continued to prepare the Dragonfly for the Quest team's trip to Chicago in the next two days. Dr. Quest had a few acquaintances at the University of Chicago that he wanted to visit before the day of the actual conference. Race had not yet informed Dr. Quest that Phil Corbin would be accompanying them to Chicago; however he didn't think it would raise any alarms in the doctor if he did. Dr. Quest would know soon enough once Phil arrived in Maine. As far as Race knew, Benton was unaware of what had happened to Phil's wife and even if he did know something he couldn't know that Krumlanski was involved. Race was positive that Dr. Quest was ignorant of Race's involvement in the situation as well, not that Race was overly concerned with that fact either.

Phil had told Race that he would be here today, however it was getting late and Race assumed he had probably stopped for the night. In Race's opinion, Phil was being overly paranoid about the whole matter; however there was nothing that he could say that would change in friend's behavior. Phil was determined to make Krumlanski pay for the pain he had caused so many years before.

Race was so involved in his thoughts that he did not hear the kids walk into the bay behind him.

"Hey, Race." Jonny said, "How are things coming?"

"Just fine, Jonny. She'll be ready to go on schedule." He replied lightly patting the hull of the plane.

"Cool." Jessie replied, "I can't wait to get out of here for awhile, whooping Jonny in Questworld all the time has become a bit tiring."

"Hey! You don't always win, and besides when you do, it is because I let you."

"Oh really! Let's just see about that!" Jessie said as she ran off towards the lighthouse.

"Alright! See you later, Race." Jonny hollered on his way out to catch Jessie.

"I hope this is all over quickly and smoothly." Race spoke out loud to himself. He couldn't tell, but he thought perhaps this might turn out to be a bad idea.

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Phil Corbin climbed out of the shower, but left the water running. He had thought he heard the door to his room open and close, however he wasn't positive. He had kept an eye on the Honda in the parking lot, but couldn't tell if it was occupied or not. 'Maybe I am being paranoid like Race said.' He thought to himself. He listened at the bathroom door and he could hear someone or something moving around inside his room, shuffling through his suitcase, as if looking for something. Phil pulled on his pants and grabbed his pistol from the sink. He slowly opened the bathroom door and stepped around the edge, not wanting to expose himself unnecessarily. The person in the room was not facing him, but currently bent over his suitcase and digging through his belongings.

Phil raised his pistol at the intruder, "I don't know what you're looking for," he said, "Just don't take the liquor, I might get angry."

The intruder slowly turned around to face him. "I didn't think you were the type to shoot someone in the back, Phil."

He kept his pistol raised, "No, but I know you are good at stabbing people there. What are you doing here, Jade?"

"Good to see you too, Phil. You look terrible." She glanced at the bottle of whiskey; it was almost completely gone. "I didn't take you for the type of person who drinks alone."

"What are you doing here?" He asked again.

"I came here to help, Phil. Are you going to keep that pistol pointed at me while we talk."

"I can't trust anybody right now. How did you know where I was? I didn't see anyone following me."

"I didn't follow you." Jade said, lighting a cigarette. "I know where you're headed and why. I figured you would be on your way to get your lapdog, Race Bannon, to help you out with a certain someone who will be in Chicago soon. Besides, I saw your car out front."

Phil's eyes narrowed as he watched her. She was good, never betraying anything more then she intended too. He lowered the pistol slightly. "You said you were here to help, I don't need your help, Jade. You are too much of a liability and besides I don't believe you."

Jade looked almost hurt, "You don't believe me? I know what you intend to do, Phil and you're crazy if you think you'll get away with it."

"Jade, there is nothing that you do that does not benefit you in one way or another. So, what is it? What do you want?"

"Phil, you'll never get away with killing him and all you are doing in setting up the Quests for a downfall as well. What was your plan, to walk into the hotel in Chicago and shoot him right there, in front of everyone! I know you have power and even more powerful friends, but you can't get away with it."

"I'm not even going to bother to ask how you know all this. I'm not concerned on my making it out, just as long as he's dead."

"Phil, don't you see? You're being set up. Krumlanski knows you'll come for him in Chicago. He'll kill you first."

"So what do you propose I do? I'm not letting him get away again."

Jade took a long drag from her cigarette then spoke. "You know about Krumlanski's past, so I'm not going to go into that anymore, except to say that for the past six years he has been perfecting his original works. You know of Umbrella, right? That is who he is working for now."

"I know all this already, Jade."

"What do you know about White Umbrella?" Jade asked with a playful sneer.

Phil's brow furrowed as he tried to respond. "White Umbrella, huh? I've heard the rumors; secret laboratories, viral weaponry experiments, scientists performing horrific tests on living people. I also know there isn't one shred of evidence to support any of this as well. No one can prove that White Umbrella actually exists." Phil walked over to the table and poured two glasses of whiskey, handing one to Jade.

Jade took a sip and continued. "What if I told you I could prove it? I can get you the evidence you need. You can take down the Umbrella Corporation."

Phil laughed as he sat down on the edge of his bed. "And just how do you propose to do that? What you are saying, essentially, is that you have some sort of proof about the existence of White Umbrella? Proof that the government has been working years trying to obtain? Please, share with me this information. Better yet, if you have any physical evidence that would be great. How about one of those 'zombies' they are supposedly creating."

"I'm serious, Phil." Jade spat, folding her arms across her chest. "Krumlanski is working for White Umbrella. I know the location of the laboratory where he has been working for almost two years now. If you try and take Krumlanski out in Chicago, you will only get the man. Wait till he returns to his lab, and take out his whole operation and get the evidence you need to take out Umbrella."

"How do you know your sources are legitimate?"

Jade lowered her head and mumbled, "I've seen the lab myself."

"_What_?" Phil croaked as he jumped to his feet, tossing his empty glass to the ground. "You've known where he's been for almost two years and you didn't tell me? What were you thinking?"

"I wanted to make sure. You think it was easy for me to keep this information from you for so long?"

"Well, it seems it wasn't that hard." Phil sneered. He grabbed a cigarette and lit one, trying to calm his nerves.

"Phil, White Umbrella is bigger then Krumlanski. Taking them down is more important then your quest for revenge!"

"More important for who? You? I could give a damn about Umbrella or White Umbrella." Phil stopped and turned to face Jade, staring into her eyes. "So, like I said earlier, what is in this for you? Since when have you cared about the welfare of others?"

Jade stepped closer to him, "I don't want to see you get killed because you let your rage take over your reason. And something this big is everyone's problem and I know that you believe that as well. You may be more concerned with your own agenda, but once you see what they are doing, your attitude will change. Like I said I don't want to see you killed."

Phil snorted, "I'm not going to die, believe me."

"That's what they all say…" Jade leaned into him and kissed his lips; her demeanor changing within a matter of seconds.

Phil pulled away, "Don't do this, Jade. It's not right."

Jade held his hand as she ran the other one over his chest, "Your loyalty to Race is admirable, Phil, however he and I have not been together for a long time."

"Still…"

"Still, what?" Jade asked as she kissed him again.

"Let me do this for you." She whispered into his ear.

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To be continued…

Please review for me; all comments are welcome.

Sigokat


	2. Chapter 2

I do not own Jonny Quest, Resident Evil, or any of its affiliates. I am making absolutely zero money on this, it is just for fun.

**WHEN NIGHTMARES WALK AMOUNGST US**

**CHAPTER 2**

**Quest Compound, Maine**

Dr. Quest's knowledge of the Umbrella Corporation was limited to the company's public face. He had never actually done any type of contract work for the Corporation, however some of his colleagues had gone off to work for them, and a few that he had lost contact with as the years had passed. He had informed Race that he had wanted to arrive at the conference a few days earlier, in order to catch up with some people that he knew would be in attendance. However, Race had seemed to be stalling the issue. In fact, Dr. Quest had noticed that ever since the subject of the Umbrella conference had first come up, Race had not been acting like himself. Dr. Quest found him in the living room, reading the morning paper.

"Race?"

"Yes, Dr. Quest?" Race asked, looking up from the paper at the older man.

"Is everything ready? I know the kids are all packed and loaded up." He asked as he sat in the recliner across from Race.

"Uh, yes, the jet is ready, Doctor."

Dr. Quest peered at Race for a few moments. "So, when do you feel we can depart? I don't understand what the delay is."

"Well…" Race hesitated. It was his own fault, but he hadn't yet told the doctor that Corbin would be flying with them. Race hadn't heard from him since the day before yesterday and had been expecting him to arrive sometime last evening.

"Race, is something wrong? Your behavior as of late has been…odd…to say the least."

"No, doctor. I'm fine. I just found out two days ago that Philip Corbin would be accompanying us to Chicago." Race hated to lie, however he had been caught off guard and said the first thing that came to his mind. He sure hoped that Phil would back his story up if the doctor decided to ask him once he arrive at the mansion.

"That's strange." Dr. Quest pondered. "Why would he be coming with us? I mean I could see why Intelligence One would be interested in the Umbrella Corporation's work, however why doesn't he just fly himself?" It was more of a statement then a question, however the doctor was curious.

"Well, you know how Phil can be spontaneous at times. After all, I think I am due an evaluation soon and I'm sure he is just coming in order to oversee how I've been handling things. He does have a lot of agents to keep track of, so he can't be everywhere at once." Race hoped he sounded convincing, at least he thought he did to himself. "And besides, I know he's always had a special interest in your work, Benton. And I'm sure he would just like to see how things are going in general. Did you know that Phil is Jessie's godfather?" He had been running so smoothly that the last sentence came out before he even thought of it. Phil was not Jessie's godfather and Dr. Quest would more then likely inquire about it to Phil sometime on the trip.

"Really? I did not know that. I didn't realize that the two of you were so close."

Race shrugged. "Yeah, well it depends. Estella sometimes blames him for our divorce; said he was working me too much and always sending me away, however that was after Jessie was born. Of course, that wasn't the case at all, I usually volunteered for the assignments, however that's another story. I should call him and see when he will be here, I'm sure it will be any time now."

Dr. Quest stood and smiled, "Ok, Race. Just let me know when we're all ready to go. I'll be in the lab." He patted Race on the shoulder as he left the room.

"Ok, doctor." Race breathed a sigh of relief. Now he'd just have to get their stories straight.

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When Phil woke up the next morning, Jade was already gone. He sat up in the bed, his head pounding in resistance. 'I haven't been hung over like this in who knows how long' he thought to himself. As he got up and made his way to the bathroom, he noticed a slip of paper on the table; next to the empty bottle of whiskey.

"Damn" He muttered as he tossed the bottle into the trash can. He picked up the paper and read 'Here's my cell. Call me when you get to Chicago. I will meet you there with the rest of the information you will need. Remember, we can take down Umbrella; Krumlanski will lead us there. Jade' Phil ran a hand across his face, finally admitting for the first time that he really didn't have a plan as to what he was going to do; if what Jade said was true, maybe he would have to put his agenda aside. "Damn women. Why do they always have to complicate things?" Phil put the note in his wallet and headed to the bathroom to try and clean up and get rid of his headache that seemed to have grown ten times worse since reading Jade's note.

"I better get to the Quest place fast."

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Race looked up at the clock on the wall when he heard the front gate buzzer sound. "1:30! About damn time he got here." As he stood, he saw Jessie heading for the door to check who their visitor was.

"Jessie, I got it." Race said, just as she was reaching for the buzzer to ask who it was.

"Do you know who's here?"

"Yeah, it's Phil Corbin. Go ahead and buzz him in." Race told his daughter.

Jessie gave a puzzled look as she hit the button that would open the gates. "Is something wrong? Does he know that we are leaving today?"

"Yes, Jess. Actually, he's coming with us."

"Really?"

"Yep. One of those surprise evaluations that he's required to perform. Remember he is still my boss." Race said smiling.

Jessie had always like Corbin. He seemed like a genuinely good person and one of the few people that the Quest team could trust and rely on in a tight situation. She knew that he and her dad had known each other for a long time. "That's cool."

"Now that he is here we will be leaving soon. Go tell Jonny and Hadji to get ready to go." Jessie turned to run off. "And, Jessie."

"Yeah, dad?"

"Mr. Corbin has been going through some rough times lately, so you guys try and go easy on him, ok? Don't be hounding him with a zillion questions like you guys love to do to _anyone_ who accompanies us _anywhere_!"

Jessie smiled, "No problem, dad." She ran off to find the boys.

Race stepped outside just as Phil was pulling to a stop. Race walked up to the car as the other agent stepped out and looked around. "I've forgotten how nice this place is. Makes me wonder if I gave you too plush of an assignment. Hell, I don't even live this nice."

Race laughed as the two men shook hands, "Good to see you too, Phil." Up close Race saw that his boss and friend didn't look too good. He had bags under his eyes and Race thought that he could smell a faint trace of alcohol on his breath. "Geez, Phil. You look like you just got hit by a truck."

"Yeah, well you don't look so sexy yourself." Phil smirked.

"Hey, are you sure you're alright? You know me, Phil, I'm not going to judge, but have you been drinking? It's only 1:30."

Phil eyed Race, "Hmm, well let's just say that I needed something to keep my mind off of things. Hey, I know its wrong, but don't worry I'll be fine, so don't go call Dr. Quest and the morality police on me, alright."

Race grinned, "Yeah, ok. So any fresh news?"

"Actually, yes there is. I don't want to put it all out in the open, so once we are airborne, I'll need to fill you in."

"Well, let's get going then." Race turned to help with Phil's luggage when Phil grabbed him by the arm and stopped him.

"Race, I realize that I've kind of thrown you into this and that was wrong of me. If you don't want any part of this, tell me now before we leave for Chicago. I know that you have grown pretty close to the Quests and I'm not going to lie when I say this could be dangerous, especially with what I know now."

Race stared at Phil for a good minute before responding, long enough for Phil to light up a cigarette. "Hey, when did you start smoking again?"

"Last night. So, what do you say?"

Race didn't hesitate. "Phil, you know I'm in because I know you would do the same for me or any of the other guys, no matter what. I appreciate your concern, shows you're a true friend, but don't worry, I've got your back."

Phil took a drag off the cigarette as he glanced around, his nervousness showing. He made no mention of Jade's visit to him last night, this wasn't the time to upset Race, but he turned back towards the white haired man and looked him dead in the eyes, "Before we go in, what do you know of the Umbrella Corporation, or more importantly, of White Umbrella?"

"White Umbrella? I've never heard of it." Race responded somewhat dumbfounded by Phil's sudden change.

"I wish I could say the same. And when this is all over we'll both be wishing we've never heard of them."

Race saw the seriousness on Phil's face and wondered just what the hell was going on. He knew he would be filled in when they had some more time and privacy, so he trusted Phil and left it at that. He grabbed one of his friend's bags and nodded to him, "Ok. Oh and by the way, you are now Jessie's godfather."

"What?" Phil exclaimed, shocked by Race's statement.

Race just grinned and laughed, "Sorry, man. It just slipped out as I was trying to give Dr. Quest a reason why we were waiting on you."

"Um, ok, sure. Whatever you say." Phil rolled his eyes, put out his smoke, grabbed the rest of his stuff, and followed Race to the door.

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Phil sat in the hold of the Dragonfly with the kids. He didn't mind being with them for now, they're questions actually took his mind off of everything else.

"So, Mr. Corbin, we haven't seen you in awhile." Jonny said, "Anything new and exciting going on in the world of espionage?"

Jessie elbowed Jonny, "You are such an idiot, Jonny Quest."

Phil smiled, "Nope nothing more then what you hear on the news."

"Yeah right. You just can't say."

Phil shrugged, "Maybe."

"How's the President doing?" Jonny asked again.

"I'm sure he's fine, Jonny. I don't see him that much."

"You work for him though. I've always wanted to see the oval office. Is it really like it looks in the movies?"

"Yes. Jessie, how's your mother doing these days?"

"She's fine. She's off in Brazil right now on another archeological dig. I got a letter from her last week. No internet out there, have to do it the old fashion way."

"Sometimes it's better that way. Makes it more personal." Phil stood up and reached for his laptop on the rack above the seats. Jonny nudged Jessie and motioned towards the now exposed pistol that was concealed under Phil's suit jacket. Jessie shook her head at Jonny, knowing what he was going to ask. Phil sat back down and began to remove the computer from the case.

"What's the gun for?" Jonny asked, immediately receiving a much harder elbow to the ribs from Jessie.

"What?" Phil asked.

"Race doesn't carry a gun with him all the time." Jonny stated.

"Race doesn't have to deal with the types that I do all the time either." Phil responded. "With the exception of Race and a few others with special assignments, all my agents carry weapons at all times. Don't underestimate Race either, just because you don't see something does not mean it isn't there. Does it bother you or something?"

"No. I don't mind guns. I don't think Hadji likes them, though." Jonny smiled at his friend, who had been sitting silently, looking at his own laptop.

Hadji just looked back, rolled his eyes, mumbled something under his breath, and returned to the screen.

"Can I see it?" Jonny asked.

"No." Phil stated, turning his attention to his own laptop.

"Come on, Mr. Corbin, I know how to handle a weapon. I won't tell Race or my dad."

"No. Sorry, Jonny. Do me a favor and don't ask again. Unless you have any more intelligent questions, I have some work to do myself."

"Sorry I asked." Jonny grumbled.

"Jonny, you can be pretty stupid at times, you know that." Jessie chastised. "My dad said not to hound him with idiotic questions."

Phil raised his eyes from the screen. "What was that, Jessie?"

"Oh nothing, Mr. Corbin. My dad just said that you were, uummm, well; going through some rough times or something and that we shouldn't bother you. That's all. Jonny just doesn't know how to listen."

"What else did he say about me?" Phil inquired, probably coming off a bit too suspicious, because even Hadji stopped what he had been doing and glanced back and for from the man to Jonny and Jessie.

"Nothing, that's all." Jessie shrugged also picking up on Corbin's change in attitude. Not even Jonny's lame question about his gun had caused the man to react like this.

Phil closed his laptop and put it back in the bag. He knew he shouldn't get upset at the kids, they were just being kids after all and he was sure Race wouldn't say anything about his wife or Krumlanski. He stood up, glanced out the window, saw only clouds, and turned back towards the kids. "Yes, of course. If you'll excuse me I need to talk to Race for a bit." With that he turned and walked towards the cockpit.

"Nice one, Jonny." Jessie said.

"What? Sorry. How was I supposed to know he'd get all upset?" Jonny stammered.

"Why don't both of you just leave the man alone and try and prepare for this conference. The Umbrella Corporation is quite an interesting company." Hadji interjected.

"Hadji's right." Jessie said as she got up and moved next to him to see what he was reading.

"I always am." Hadji smiled.

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Race was at the controls of the plane, monitoring the flight's progress since he had it on autopilot. Dr. Quest sat in the copilot chair, not really doing much when Phil walked in. "Umm, excuse me, Dr. Quest. Do you mind if I speak to Race alone for a few minutes?"

"No, not at all, Phil." Dr. Quest said as he rose.

"Thank you, doctor. Just some evaluation notes that I have to review with him. My preliminary report has to be sent in today."

Dr. Quest nodded as he left the cockpit, seemingly content with what Phil had said. Once he was gone Phil said down in the empty copilot chair. "I don't see how you deal with those kids all the time! It must be tough."

"You get used to it. Got to have some to really understand."

"Huh?"

Race rolled his eyes and cursed himself for making such an ignorant comment. "Sorry, Phil. You know what I meant. I mean, well, damn. Sorry."

Phil looked at him and smiled, "Don't worry, Race. It's ok."

"I'm sorry." Race said again.

"I said its ok. If it had been someone else, yeah then maybe I'd take offense. Besides, I don't want to upset the pilot."

Race smiled, "Yeah. So what the hell is going on? What is this White Umbrella stuff?"

"I didn't want Dr. Quest to hear this because I don't think that it is something to concern him with as of right now." Race nodded and Phil proceeded to fill him in on everything he knew about Krumlanski, the Umbrella Corporation, the mysterious White Umbrella, and the experiments that were supposedly happening at the secret labs. He left out that he got most of the information from Jade, again not wanting to upset his friend. Things may have been over between Race and Jade, however Phil still felt guilty about it, not to mention he was pretty intoxicated at the time and that by itself was a bit of personal shame for him.

Race took in all the information, waiting until Phil was done before speaking. "So you think this is for real? You really think that this could be happening?"

Phil leaned back in his chair, "I don't know for sure. I pray to God that it is all false, but part of me thinks there may be some truth to it. You remember hearing about the nuclear reactor meltdown in Raccoon City?"

"Vaguely. I remember a lot of people died and the whole city had to be quarantined."

"Raccoon City was the one of The Umbrella Corporation's North American headquarters. What if it wasn't a reactor meltdown? What if something went wrong there? I remember there were rumors about it, nothing was proven though."

"A cover-up? I don't know, Phil. That kind of thing only happens in the movies."

"Unless someone had something to gain or maybe even lose from it. I mean, think about it, Umbrella is a multibillion dollar Corporation. I'm sure they can line the pockets of some pretty important people in Washington."

"Still…Zombies? The walking dead?"

"Some say there are worse things then that."

"Let's get down to the first issue at hand. What about Krumlanski? What do you want to do about him?"

Phil was silent for some time, staring out the window. "I honestly don't know anymore. 'The needs of the many outweigh the needs of the few'."

Race grinned, "Wasn't that in Star Trek?"

Phil chuckled, "Yeah I think so."

"I always knew you were a trekkie, Phil."

Phil laughed. "Yeah, I guess so. Sarah got me into it."

Race glanced at this friend, seeing the pain on his face. Deciding to kill another man, even one as evil and sadistic as Krumlanski, is never an easy thing to deal with, especially for someone like Phil. Both Race and Phil had been in situations where they ended up having to kill, but this was different. This could be seen as murder. Phil knew that in his heart and it did not come easy for him, no matter what he had been through in the past. However, the prospect of letting the man who killed his wife go free, in order to stop a possible crime against humanity was another tough decision and Race could tell it was weighing heavily on his superior's mind.

"I guess we should reevaluate the situation once we get to Chicago. If this information turns out to be true then I want to stop these people." Phil turned towards Race, "Are you still with me?"

"Shit, you know I am. I'm not going to let these people get away with what they are doing and not do everything in my power to stop them."

"I'll just kill Krumlanski at his lab." Phil mumbled.

Race glanced across to Phil, but said nothing.

"What kind of contacts do you have in Chicago?" Phil asked.

Caught a little off guard Race stammered, "Umm, a handful, as long as they aren't dead or in prison."

"Good, I know of one guy we need to go see then. We need to get some heavier firepower if we are going to follow this Frankenstein psycho back to his liar and we won't have time to go through the 'official' channels."

"Yeah, no kidding. Especially if what these informants say is true"

"Race, if this is the way it turns out, I would suggest either sending Quest and the kids back to Maine or leaving them in Chicago after the conference. Hell, I don't even know the location of this lab yet."

"That'll be a tough sell, but I think I can manage."

"Good." Phil leaned back and closed his eyes, content that he knew Race would have his back. A short while later the radar blipped on and the sound of radio traffic pulled Phil from his sleep. They were getting ready to land in Chicago. Time to get ready for the inevitable.

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To be continued…

Sorry that there hasn't been more of Jonny, Jessie, and Hadji so far. They will appear much more in the future chapters, starting with the next one. I've just been trying to set up the storyline so far and there hasn't been too much for them yet. But, believe me, they will show up quite a bit more.

All comments and suggestions are welcome.


	3. Chapter 3

Again, I don't own Jonny Quest, Resident Evil, or any of their affiliates. I am not making any money from this; it is purely for fan enjoyment.

A/N: I changed the rating of this story to "T" because I realized that with the violence and language that it may be too much for younger readers.

Please, read and review. Any comments, critiques, or suggestions are welcome.

**WHEN NIGHTMARES WALK AMOUNGST US**

**CHAPTER 3**

**Chicago, Illinois**

After arriving at the airport and securing the Quest team's private jet, The Dragonfly, everyone took a limousine to the hotel where the conference was being held. The drive to the Hilton on Michigan Avenue was relatively short, since it was past rush hour in the city, and uneventful. Upon arrival the group checked into their rooms; one room was reserved for all three kids and the adjoining room, with a door connecting the two, was for Dr. Quest and Race. Phil had his own room across the hall from the others. After dropping his bags and freshening up a bit, Dr. Quest had gone down to the lobby to try and meet up with some of his colleagues that were scheduled to be in attendance. Jonny, Jessie, and Hadji wanted to go and see some of the city and after pleading with Race to let them go he finally acquiesced. However, they were restricted to the immediate vicinity that included Buckingham Fountain, the Magnificent Mile, and Millennium Park. Somewhat dismayed they agreed, it was still better then staying in the hotel and they convinced Race that if they had time later he would let them go to the Field Museum, Shed Aquarium, the Art Institute which were all relatively close by, and then maybe some other sites further out. After everyone else had left Race and Phil sat down together in Phil's room to try and see what type of plan they could come up with.

"I think the first order of business would be to secure some weapons." Race stated.

Phil nodded in agreement, "Yes. I'll call my guy in later. Once I meet up with my other contact and get the rest of the information we need, as far as the labs location and layout, I think then we will be able to plan more effectively."

"Phil, just a suggestion, but I think it may be smarter if you stayed out of the limelight while we are here in the hotel."

"Why?"

"Do you know how you would react if you spotted Krumlanski from across the room? Or what if he spots you? There's nothing stopping him from trying to take you out."

Phil shrugged in response.

"Think about it, if he sees you, he may get nervous assuming you are here because you are on to his operations with Umbrella. He may disappear before we can act."

"That's a good point. I am not going to stay holed up in this room the whole time, I need to see what's going on, assess the situation. However, I will try and keep it low profile."

Race seemed satisfied with the response, "Ok. Well unless you have anything else I am going to go link back up with Quest and see what's going on. I don't think Krumlanski knows me by sight, so if I see him I will let you know."

"Alright."

As Race got up to leave, Phil's cell phone rang. Race glanced back and Phil waved him off, so he figured it wasn't relevant to this situation and he didn't need to know about it.

After the door shut, Phil answered the phone.

"Agent Corbin."

"I have the rest of the information you need. What room are you in?"

"Jade, are you here already?"

"I've been here, drove straight here the other night."

Phil rolled his eyes, "Room 403."

"I'll be right up."

"Careful; Race just left my room. I didn't tell him it was you that I got this information from."

"You know me."

"Yeah, that's why I'm worried." With that he hung up. A few minutes later there was a knock on his door. He looked, saw it was Jade, and let her in.

"At least you knocked this time."

"Good to see you again, too." She said as she made her way past him and over to the mini bar in the room.

He rolled his eyes again and with a sarcastic tone said, "Help yourself."

She poured a drink for the both of them and sat on the edge of the table. She had placed the luggage bag she had with her on the table next to her. She pulled out a folder and held it up in front of her. "In here are photos from the Raccoon City Police Department when the murders in the surrounding forest were first reported. I also have some aerial photographs of the city during the outbreak that were taken by Umbrella personnel. Also, maps of the lab where Krumlanski has been working on these same types of experiments and blueprints of the building itself."

Phil reached for the folder and she pulled it back. "These photos are pretty horrific to say the least. I couldn't look at them all at once myself…it's sickening."

Phil looked her in the eyes, saw the seriousness those eyes held, but also something else. Pain? Fear? Guilt? It was difficult to be sure. "Alright."

He took the folder and opened it up, looking at the first photograph; at once he realized that she had been right. It was like nothing he had ever seen before. The first photo was of a woman. Her neck had been torn out, ragged with bits of flesh still barely attached. Her clothing was covered in blood and gore and her hair was matted down with the same. Her face was unidentifiable. The right side looked as if it had been chewed away, her eyeball missing. The left side was no better, torn up by what had to have been sharp jagged knife or maybe even claws. Phil closed his eyes, trying to get the sight out of his head. It didn't work.

"The others are worse."

He downed the rest of his drink and lit a cigarette, hoping they would calm him. He looked at the next picture, immediately averted his eyes, but then he forced himself to look again. He had to see what Umbrella had done. This was an actual crime scene photo. Two bodies lay dead on the floor of the house. One of the bodies was literally ripped in half, the lower torso a few feet away from the upper. The intestines had been torn out and again looked as if they had been gnawed on by some sort of animal. But he knew that no animal could have done this. The other body was similar to the first photo, large chunks of flesh looked to have been bitten off the entire body; the neck was twisted and broken in a manner that Phil couldn't imagine was possible.

He flipped to the next photo and was somewhat relieved to see that it was one of the aerial photos. He could see Raccoon City, buildings were ablaze, vehicles flipped over, a few on fire. There were people in the streets, even though the photos were stills he could tell the people were fighting each other. However, it seemed like a massive mob, some caught in the motion of lunging for others; one person appeared to have a handgun and was firing at no less then six attackers. Bodies and litter were everywhere. All the aerial photos were relatively the same scenes, just different locations.

"The whole city was like that."

Phil closed the folder and threw it on the dresser, unable to look at any more. He sat down on the edge of the bed, took a long drag from his cigarette, unable to speak. Jade let him take it all in; not saying anything till he was ready.

After about five minutes looked up, "How did it happen? What killed those people?" He spoke softly, still attempting to comprehend what he just saw.

"The T-virus."

"The what? A virus didn't do those things."

"The T-virus is one of the viral weaponry experiments Umbrella was working on in Raccoon City. It got out somehow and infected the lab workers first. At that point it was airborne. The virus killed them; however the way the T-virus works is that it reanimates dead tissue and cells. Those people came back to life in a manner of speaking."

"Zombies."

"For lack of a better term, yes, zombies. They were mindless, driven by the basic need to survive, sustainment…to feed. The first photos were victims of these zombies. Once the people were bitten, the virus was then passed to them through bodily fluid exchange, blood. Then they came back. There are more photos."

"How do you kill them?"

"Massive brain trauma or severing the spinal cord. That's about it."

Phil was quiet again for a long time. When he finally looked up, he had a whole new set of questions, "Jade, how do you know all this?"

"Like I said before, I've been to the new lab."

"How did you escape with these photos? I would assume that Umbrella doesn't want just _anybody_ knowing about this. How did you get out alive?"

"I smuggled the photos out. My informant on the inside was kind enough to share the rest of the information with me."

"Who was your informant? He must have trusted you pretty well to tell you all those things?"

Jade turned away, not wanting to answer.

Phil saw her apprehension immediately and knew something was amiss. He stood up and went to face her. "Who was it?"

When she finally looked at him, he knew. He could see it in her eyes. She turned away, unable to face him, tears starting to run down her cheeks. He stepped back from her, not knowing how to react. "It was him, wasn't it? Krumlanski?" He growled.

Jade sat down on the bed, her face buried in her hands, she nodded, unable to make the words leave her lips. She could feel Phil's stare piercing through her. She knew he'd eventually find out, knew he'd be upset, but she never knew how he would truly react. She heard him light another cigarette, pacing back and forth. "Phil, I'm sorry." She sobbed.

"Don't." Was his only response. He suddenly didn't know how to react. He felt betrayed. His anger began to well up inside of him and he had to force himself not to let it all out. Jade had her ways, as unique as they could be, but he _always_ felt that he could trust her, until now. It made him feel dirty. After what happened the other night and now associating with someone that he thought he could trust, just to find out she had been with his enemy for who knew how long. "Why? Why did you do it?" He finally asked.

She finally built up the courage to look at him, "I did it for you."

Phil blinked and shook his head in confusion, "For me? How the hell did you figure you were doing it for me?"

"I wanted to get was much dirt on him as possible, so you could stop him. I was only thinking of you." Now she began to get angry, but whether it was at Phil or herself, she wasn't entirely sure. "You think I enjoyed it? You think I had fun? It was the only way I could get him to trust me! And he did and I got the information you would need to bring him down!"

Phil snorted in disgust and turned away.

"Damnit, Phil!" Her voice rose and he turned back towards her. "Stop thinking of yourself for one damn minute!"

"How dare you…"

"This goes beyond you now! It goes beyond your desire for vengeance! Look at the photos again if you have to! See what he is doing! He's a monster!"

"And you slept with him." It was a cheap shot and he knew it, but at that moment he didn't care.

Jade was aghast. She walked up to him and slapped him across the face, hard. "You asshole." She spat through gritted teeth. "I'm not some whore, Phil. No matter what you think I was always thinking about you. I hated it! Every damn minute I was in his presence I just wanted to curl up and die!" She turned to go; she was too upset to be around him any longer.

"Jade...wait a second…" Phil started.

"No, Phil" she had her hand on the doorknob, but she turned back to him. "What happened between you and I the other night…I wanted that to happen." She looked down and then back up at him. "I hope you realize that that is the truth. Just do us all a favor and kill that son of a bitch." With that she turned and walked out.

Phil poured himself another drink, a much stronger one this time. Jade was right, he did act like an asshole to her. He knew it would be pointless to try and catch her now to apologize; they both needed time to cool off. She had left the folder and her suitcase in his room; he didn't want to look at the pictures again, not now, not ever. Instead he picked up his cell phone and called Joey Spnitz, the scumbag dealer that he was going to have to get weapons from.

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Dr. Quest, Race, Jonny, Jessie, Hadji, and Phil all sat in the hotel's restaurant the next afternoon for lunch. The conversation started who Dr. Quest had seen so far, some others he was surprised to see here, such as Dr. Elaim, a chemist from the University of Texas. The kids talked about where they had gone the pervious night and places they would still like to see, such as the Sears Tower. Phil remained pretty much silent. He didn't sleep well at all the night before; between the photos from Raccoon City and the fight with Jade, he had worn himself out and it showed. He talked to Spnitz, told him what he needed and had arranged to meet him around 0100 the next day. He had shown Race the photos and they reviewed the map and blueprints of the lab. The lab was located in a small city surrounded by dense forest which seemed to be Umbrella's locations of choice, just south of the Canadian border in Washington state. According to the blueprints the lab was huge. It would take a lot of time for the two of them to cover the whole place.

"So," Dr. Quest interjected after finishing his filet, "I think this conference will be quite interesting. Umbrella has made huge advances in the pharmaceutical industry. Some people are saying that they wouldn't be surprised if they discover the cure for cancer within the next ten years."

"Yes." Hadji agreed, "I hope to see some of the new technologies that Umbrella has been developing here. The medical field has advanced so much, but now, with Umbrella at the head, I think the opportunities for advancement and discovery are unlimited."

"I just want to see the Sears Tower and put my head against the glass like in 'Ferris Bueller's Day Off'." Jonny chimed in.

Everyone laughed at his remark, even Phil, though it was forced.

"Phil, you grew up here in Chicago, right?" Dr. Quest asked.

"Yes I did, doctor."

"Any relatives still around?"

"Some." His answers were short and vague. He really hadn't felt like coming to lunch, let alone making small talk, but Race insisted, saying if he didn't it would look suspicious. "I left when I was eighteen to join the Army. I came back and went to UIC for my first degree, then went back to the Army as an officer. That's when I met Race. After I made Major, I left to join Intelligence One."

"What did you do in the Army?" Jonny asked.

Phil shrugged, "Nothing too exciting."

"Yeah, right. Mom and dad always said you were in the Special Forces." Jessie threw in.

Phil shrugged again, "Yeah, I guess so."

Dr Quest was about to start again, when he saw Dr. Elaim approaching the table, with another man in a suit in tow.

"Benton! Sorry to interrupt, but I saw you all sitting here and wanted to introduce you to one of my Umbrella colleagues. Also, I have never met your children, wow, are they all yours?" Dr. Elaim said, grinning the whole time.

The table fell silent and Jessie saw Corbin's body physically tense. His neck went stiff and he was clenching his butter knife so tightly that his knuckles were turning white. She saw Race lean over and whisper something to him and he relaxed a little, but the tension was still there.

"Dr. Benton Quest, this is Dr. Mikel Krumlanski. He works with me at Umbrella." Dr. Quest stood and shook hands with the man. He was tall and thin, his receding hairline too noticeable due to him slicking his hair back along his scalp. He wore glasses that sat upon his birdlike nose. He wore a light grey suit, obviously expensive, and had a small lapel pin of a white and red umbrella. He had a permanent smile affixed to his face, like he was a part of an inside joke that he was just dying to tell, but couldn't. "Nice to meet you. Let me introduce you to everyone. These are my sons, Jonny and Hadji." Both kids shook his hand, "This is my friend and colleague Race Bannon and his daughter Jessie." Race nodded to the man, not getting up and Jessie seeing her father's reaction did the same. "And this is Phil…"

Krumlanski cut the doctor off, finally getting to release his inner joke, "I know Phil Corbin, we go back a long way." He made his way around the table and stood behind Phil's left shoulder.

"Oh," Dr. Quest mumbled, "I didn't realize that."

Phil stared straight ahead, not looking up at the man and now everyone at the table could tell something was terribly amiss. "I don't know you; you've mistaken me for someone else." He growled.

"Nonsense, Phil!" Krumlanski exclaimed, slapping Phil on the shoulder. "I will admit you do look a little different then the last time I saw you." He squeezed his shoulder hard, "So, how's your wife doing? Sarah's her name right?"

At that Phil lost all control; he sprang out of his seat so fast that Krumlanski had to step back to avoid the falling chair. Phil clenched his fists, ready to swing, "Get the hell away from me, you sick bastard." Race jumped up and interjected between the two, trying to restrain Phil. The commotion had caused others in the restaurant to turn and watch.

"Not here, not now." Race whispered in his friend's ear.

Dr. Quest was taken aback. He had no idea what was going on. Even Dr. Elaim seemed genuinely confused.

"Come now, Phil. You still haven't learned to control that temper." Krumlanski sneered, mocking him. "I'm surprised they let you go out in public. I'm sure your wife wouldn't approve at all." Krumlanski snickered. "Maybe that's why you two aren't together anymore; that must be the reason, isn't it?"

Phil lunged at the man, wanting nothing more then to snap his neck right then and there. Race had to struggle to hold him back. "I'm going to kill you, you son of a bitch!" He yelled.

"Phil!" Dr. Quest exclaimed, "What do you think you're doing?"

Phil made the mistake on glancing at Dr. Quest when he spoke and Krumlanski landed a cheap shot across his face. It wasn't hard, but enough to enrage him further. "How dare you speak to me in such a crude manner, you barbaric creaton!" Krumlanski spat. Race could tell the scientist was enjoying the humiliation that he was unleashed upon Corbin and at that moment he almost felt like releasing him and letting Phil tear him apart.

The punch to the face was the final straw; Phil pushed back against Race and lifted himself on the heels of his feet, attempting to gain some leverage that would force Race to release his hold. His right arm came loose and he instinctively reached for his handgun. Krumlanski saw the motion and stepped back, realizing that he had gone too far. He held up his hands, "Hey now. Take it easy."

Just as Phil was drawing the firearm from his shoulder holster Race regained his hold and clamped his free hand down on Phil's wrist, stopping him from pulling the pistol the rest of the way free. His body weight pushed against Phil's back, placing the other man off balance and effectively immobilizing him as well. "No." He barked into Phil's ear. "Don't! Not here, I won't let you. Calm down. You can't do this here."

Krumlanski grinned again, seeing he was safe. "Dr. Quest, I am sorry. I did not think that a man of your prestige would associate with common gun happy thugs like this. It is unfortunate. Maybe if you take up better company we can talk again."

"Sir, do not worry about that." Dr. Quest had caught on. He knew something was wrong and that that man had perpetrated some horrible deed against Corbin and if Race was defending Phil then he knew that was something extreme. He had never seen Phil lose his composure the way he just had. "You can keep your company, Dr. Krumlanski, Dr. Elaim. I will keep mine." Krumlanski snorted in disgust, turned and walked out. Dr. Quest stood next to the other two men. Race still held Phil, but he eventually relaxed his grip. He didn't think he would, but he didn't want him running after the man that had just insulted him.

Phil finally relaxed. His shoulders slummed and he hung is head, running his hand over through his hair. He was angry, upset, embarrassed, and ashamed. "Dr. Quest…"

Dr. Quest held up a hand, cutting him off; then he placed a reassuring hand on the other man's shoulder. "It's ok."

Phil lowered his shaking head; he looked his hands, not realizing who he had become. "No it's not."

"Phil, I don't know what happened between you and that man, but I have a pretty good idea. He baited you just now. He set you up and he got the exact reaction out of you he wanted."

Phil looked at the kids at the table, the looks of shock and concern evident on all of their faces. It finally struck him that he had almost killed the man right in front of the three of them if Race's hadn't of stopped him. He felt like he was the real monster now. "I'm sorry. To all of you. I lost control, I ruined your day. Please, forgive me. I don't know what happened to me just then." To his surprise all the kids smiled at him, genuine smiles at that. Even Dr. Quest had a small smile on his face. He turned and nodded at Race who nodded back. No words had to be spoken between the two agents.

He turned to leave, not able to stay there any longer. He wasn't ready to face the questions, not to mention he had to greatly apologize to the hotel staff for his outburst. As he turned to go Jessie stopped him.

"Mr. Corbin." She said.

"Yes, Jessie?"

"You are a better person then me."

"What? How do you figure that?" He asked, shocked by the young girl's statement.

"I would have killed the bastard, no matter what." She grinned at him as she made the profound statement.

He liked Jessie, she was a good kid; smart as well. He smiled back at her and nodded, "Thanks." Then he turned and left.

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To be continued…

UIC-University of Illinois at Chicago

A/N: Ok I apologize for not having the kids more. I have to get up early tomorrow for work and it's late. I would sit here and type more if I could, but I have to get some sleep. I'll have another chapter out a in a few days.


	4. Chapter 4

Again, I don't own Jonny Quest, Resident Evil, or any of their affiliates.

**WHEN NIGHTMARES WALK AMOUNGST US**

**CHAPTER 4**

Race and the others had gone back up to their rooms after the incident in the restaurant. He had knocked on Phil's door, but received no answer. He wasn't sure whether he should leave his friend alone at that time; however he weighed it against what he knew of Phil and decided the I-1 agent wouldn't do anything rash. Dr. Quest and the kids obviously had quite a few questions for him and Race tried to answer them as best he could, under the circumstances.

Dr. Quest was seated at the table, lightly taping his fingers against it. "So, Race, what exactly did this Krumlanski character do to Phil?"

Race was leaning up against the wall, his hands clasped behind his back. "He murdered Phil's wife." He decided it was best to leave out the details, but whether it was for their sake or for Phil's he wasn't sure.

"Oh man." Jonny wheezed. He could empathize with Phil, having lost his own mother to violence. "I can see why he was so upset."

Race nodded. "I had advised Phil that he should lay low, however he has a job to do here as well and he couldn't stay cooped up in his room the whole time. I think we both knew that it was only a matter of time before they crossed each others' paths."

"You should have let him pummel that guy." Jonny replied.

Race forced a grin, "Believe me, Jonny, I would have liked nothing more then to let him do just that. However, we all know how that would have ended up."

"Did Corbin know that Krumlanski was going to be here?" Dr. Quest asked. He was pretty sure he already knew the answer, seeing as how all Phil had to do was obtain a guest list, but he wanted to hear Race's response.

"Yes, doctor, he did."

Dr. Quest only nodded. Race could see that he was pondering the situation. A pain of guilt stabbed at his gut, he knew that his deception was slowly coming to light, and it killed him on the inside. Lying to Dr. Quest in order to protect Corbin; it was tearing him apart. "He had planned to kill him from the beginning, didn't he?"

This was it, Race was trapped. "Yes, he did. But, in his defense, can you blame him?"

Dr. Quest shook his head. "I'm not going to judge the man, he has done too much for this family in the past, but perhaps he should have let the authorities handle it."

Race shrugged, "Benton, Phil is the authorities! Krumlanski disappeared off the face of the planet after it happened. We couldn't find him."

Dr. Quest arched an eyebrow. "We? You were involved in this as well, Race?"

It was all out there now. He knew he was betraying Phil's trust, but what else could he do. A knock on the door gave him a temporary reprieve. Jessie jumped up to answer it and Phil was standing there. He looked terrible, worse then he had since he'd arrived at the Quest's mansion a few days earlier. "Am I interrupting?" He asked; his voice low and harsh.

"No, Phil." Dr. Quest said as Corbin walked into the room, "As I'm sure you can imagine we were just discussing what happened earlier…and why."

Phil glanced at Race and saw relief in his eyes, he no longer had to try and skirt any questions; Phil would answer them for himself now. "How much has Race told you?"

"Just that that scumbag down there killed your wife." Jessie stated, trying to show her support.

"Yes, that he did." Corbin answered solemnly.

"And that you came here to kill him. What's going on here, Phil?" Dr. Quest asked evenly.

Phil sighed, "Well, what he said is true. That is why I came here. It doesn't excuse my behavior earlier by any means, however I can't lie. I've been waiting for this for over six years now. But, I can't do it."

Race straightened up and glanced at his friend, this was something new. "What do you mean?"

Phil shrugged, "If I did, would it make me any different from him?"

"I do not even think that is an issue, Mr. Corbin." Hadji said.

"Maybe not from any of your perspectives, but it is from mine."

"After what he did to you? And how he mocked you downstairs?" Jonny exclaimed, "You're just going to let him get away?"

Phil rubbed his eyes, God he was tired. He'd never felt this broken in his entire life. "I've made some mistakes here. I brought you all here under false pretenses, endangering all of you for my own personal vendetta. It's something that I would never have done if I was thinking clearly, but I haven't been. I don't know what to do anymore, but I do know that everything I have done so far was wrong. I'm sorry."

"Phil, your honor is admirable and beyond question," Dr. Quest replied as he stood and crossed the room, standing in front of a man he had always admired and trusted. Just seeing the physical state he was in was enough to convince Quest of the man's honesty in his statements. He couldn't imagine the mental anguish Phil was putting himself through. He knew that he had to be tearing himself up inside. "However, we would have been here regardless."

Phil stared at the man; that was something he didn't know. Dr. Quest spoke again before he could reply.

"Stop destroying yourself over this. Do you honestly think that anyone in this room feels or thinks any differently of you because we know the truth now? I think I can safely say that no one here does." He placed a reassuring hand on the other man's shoulder, "Believe me, Phil, I know what you are going through, you know that." Phil nodded. "Maybe your plan wasn't the best, but I think we'll be alright." Dr. Quest went and retrieved a letter from his briefcase, holding it up for all to see. "This is a personal invitation for Hadji and myself, inviting us to this conference. Umbrella is offering a full scholarship to Harvard for Hadji. They've seen his potential in science and believe he would be a great asset to their company."

Phil was taken aback. He had no idea; this complicated things even more. He looked at Race who shook his head, he hadn't known either. "Can I see that letter, Dr. Quest?"

"Of course." He handed it to Phil, who scanned through it briefly. When he reached the signature block he stopped. "This is signed by Krumlanski and Dr. Elaim."

"Yes, I know."

Phil looked up, glancing from Quest to Hadji and back. This was _not_ good. Something was going on here. "Something's not right. This…" He didn't want to divulge what he knew about Umbrella and their experiments. Now they were recruiting children. Granted, Hadji was an extremely intelligent boy, but since the letter was signed by those two men, Phil knew this had to be for White Umbrella.

"What's the matter?" Jessie asked.

Phil glanced at Race, who shook his head; he hadn't told them about White Umbrella yet. "It'd probably nothing." He said, handing the letter back to Benton. "Congratulations, Hadji."

"Thank you, sir." Hadji replied, but with little enthusiasm, Phil's apprehension had aroused some sort of suspicion in oldest boy. He wanted to know what was going on.

Phil inhaled deeply, trying to regain some composure. "Well, this conference starts tomorrow. I'm sure you will learn more then. If you'll excuse me, I have some things to do. I'll see you later tonight." He glanced at Race one more time, showing he needed to see him later, and then he left.

"That man is so confusing sometimes." Jonny announced.

"It's part of his job." Race smirked, "It keeps his agents on their toes."

"Dad," Jonny said, "We have some time until dinner, how about we all go out and see the city? It's a beautiful day and with everything that has happened, maybe we should all get out of here for a while."

Dr. Quest smiled, "You know what, Jonny? I think that is a great idea."

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They had spent the rest of the afternoon enjoying the sites in the city. They had spent a few hours at the Field Museum, did some shopping, and stopped for ice cream along the lakefront. No one spoke of the conference, or of Phil and his situation; they all just enjoyed the rest of the day together as a family. Race had received a text message on his phone from Phil, telling him to meet him in the hotel's lounge after dinner. Race sent his reply off. They were all seated at an Italian restaurant a few blocks down from the hotel.

After they had all eaten, Dr. Quest stated that he and Hadji had some things to review back in the room in regards to the conference.

"So, what are we supposed to do then?" Jonny whined, somewhat annoyed.

"You can come with us; maybe you learn something, my friend." Hadji smiled at his brother.

"No thanks." Jonny gruffed and crossed his arms over his chest.

"Well, I need to see Phil in a little while, but I don't have a problem with you guys coming with. Or you can find something to do in the hotel, there may be an arcade." Race stated.

"Nothing as good as Questworld, I'm sure." Jonny said.

"Well, maybe then you'll have a chance against me." Jessie challenged.

Jonny snorted and rolled his eyes, "You're on!"

With that, they paid their bill and headed back to the hotel.

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Race saw that Jonny and Jessie had indeed found a game room and once he was convinced they were actively engaged in their on going battle he headed up to the lounge. He found Phil seated at the bar, a whiskey sour in front of him. Judging by the amount of cigarette butts in the ashtray, he had been there for some time.

"You really should quit smoking." Race said as he sat down and ordered himself a beer.

"You should really stop telling me that. Remember, I do write your evaluations. I'll send your ass to Iceland if you tell me to quit smoking one more time."

Race smiled, glad to see that his friend had regained his sense of humor, but the liquor probably played a factor as well. "What about you're drinking?"

"For that, you go to Antarctica. You can go protect Eskimos."

"I don't think there are any Eskimos in Antarctica." Race said, taking a swig from his beer.

Phil glanced over at him. "Exactly."

Race grinned and burst out laughing. "Feeling better, I see."

Phil nodded. "Yep. I even got a phone number while I sat here waiting for you. Unfortunately I had to tell her I was waiting for someone." He jerked his head over his shoulder in the direction of a woman seated at one of the tables. "Now she probably thinks I'm gay."

"Sorry, man."

"If I was, I would hope I would have better taste then you. You owe me."

Race laughed. "Ok, ok! I got your drinks, how's that?"

"Buying me drinks?" Phil rolled his eyes. "Great, thanks, honey."

Race laughed again. "So, what do you think about this scholarship thing? It was the first I had heard about it as well."

"I think Krumlanski wants Quest here for some reason and I _don't_ think it is to give Hadji a scholarship."

"I agree. So, what do we do now?"

"I think we stick to the plan. Follow Krumlanski back to his lab. We can collect any evidence we need against Umbrella there."

Race nodded his agreement. "I still can't comprehend how Umbrella can be doing these things. How can human beings do those things to other humans?"

"I don't know. I guess some people feel they are God. Or maybe they think they can destroy God and do whatever they please. I try not to think about it, as hard as that is. Thinking about it makes it worse." Phil turned towards Race, seriousness on his face once more. "You know what? I'm scared to death to go to that lab. Scared at what kind of horrors we'll find there."

"I know. But, we have to. There's no question about that anymore."

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Dr. Kyle Elaim was infuriated. Krumlanski had fouled everything up with his little stunt, now Dr. Quest would be on guard for sure. Krumlanski just sat their grinning, smoking his foul smelling cigar.

"You've compromised this whole operation, Mikel! You're a fool!"

"Calm down, Kyle. We'll still get what we came here for."

"You should have left him alone or just killed him outright. Now he and his muscle bound grunt, Bannon, will be on to us for sure."

"I can handle Corbin. I broke him once and I'll do it again."

"If you kick a dog enough times, it's going to bite back. You were careless."

"Listen," Krumlanski snipped, starting to get annoyed. "You don't have to worry about Corbin. I'll take care of him…"

"You should have killed him years ago, when you had the chance. He's dangerous, Mikel, why can't you see that?"

"At the time, I would have enjoyed killing him, but now I'm glad I didn't. He and Bannon will make perfect fodder for our new creations."

"They'll compromise our research! This is crazy. If the board knew of what you have done…"

Krumlanski stood, anger swelling in his voice, "The board doesn't know and they won't know. Once we've acquired our latest editions, Bannon and Corbin will follow; there is no question about that. We'll see how long they last. It will be only a matter of time before they are both dead. I just hope that they get to face off against my new pet before that happens. Afterwards, we will contain the lab, dispose of all of the corpses, and be praised by the board. Those idiots at Raccoon City didn't know how to contain the T-virus subjects…I do. We won't have an outbreak."

"I hope you're right, Mikel."

"I am. We take them now. The conference is of no importance any more. Give the order to the men. I'll be waiting at the elevators."

Elaim nodded, he knew at that moment Krumlanski was insane. He had to get away from him, but knew he couldn't. A bullet in the head from Krumlanski would be the best death he could hope for, but he knew that would never happen.

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Jade sat in a darkened booth in the lounge, she couldn't hear what Race and Phil were saying, but she knew it had to be about Umbrella. She was still upset about the other day; however she still wanted to help. She hadn't returned any of Phil's calls. She wanted it to be on her terms. She had heard about what Krumlanski did to Phil in the restaurant and it infuriated her even more. She wanted the bastard dead as much as Phil did and would do it herself if she could, but she didn't want to take anything away from Corbin. With Race along, she knew their chances of success were better, but she had to convince Phil that she could help as well. He would see her as a liability, not because she was a woman, but as just one more person he would be responsible for. She had to convince him to let her come with. She knew the lab, knew the layout, and knew the indescribable horrors that would undoubtedly be lying in wait for them. She decided to give him one more day, she'd talk to him tomorrow at the conference and if he still said no, she would go on her own.

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Phil got up to leave; he was exhausted and wanted to try and get some sleep. If he stayed any longer he would just drink too much, trying to forget all the old memories and all the horrors of Umbrella. He'd hoped the liquor would keep any dreams at bay. It was only 9 P.M., but he still had to meet up with Spnitz at 0100.

Race stood as well, "I'll pay for the drinks. I've got to go get Jonny and Jessie, so I will see you in a little while. We'll go see Spnitz together."

"Yeah, ok. Come wake me at midnight." Phil said and walked out.

He made his way to the elevators, usually he would take the stairs, but the last thing he needed was to stumble down and kill himself. Not paying any attention, due to his slight intoxication, he hit both buttons on the elevators.

"Hey there!"

Phil turned and saw the woman from the bar. He waved back at her. "Hi."

"Where are you headed to?" She said as she approached him, a sly smile across her lips.

Before he could answer, the elevator chimed. He turned and watched the doors slide open, not realizing it was headed down instead of up. Inside the elevator he saw Krumlanski, who looked just as surprised to see him as Phil was. Next to him were two masked men, one holding the unconscious form of Dr. Quest in his arms, and the other had Hadji, who was also unconscious.

"What the hell? Stop!" Corbin yelled as he reached for his pistol.

"Shoot him, you idiots!" Krumlanski shrieked, frantically hitting the button to try and close the doors.

One of the masked men whipped up his arm, and fired two shots at Phil. The woman in the lobby screamed as she heard the booming of the handgun and saw Phil's body hit the ground.

Phil felt something hit the side of his head. The impact threw him to the ground; he hadn't even had time to draw his weapon. Then everything went black.

Race heard the shots and ran towards the lobby. 'What the hell was going on?' He turned towards the elevator and saw Phil lying on the ground. "Oh, shit!" He grumbled. A woman was kneeling next to him as others were approaching to see what the cause of all the commotion was. Race ran over and knelt next to his friend. The right side of his head and his ear were covered in blood, but it didn't look as if the bullet had penetrated. 'Lucky son of bitch.' He thought to himself and he shook the other man's shoulder. "Phil? Phil? Can you hear me?"

He received a weak groan in response. Race checked his pulse, it was strong; he'd be ok.

"Quest…Hadji…" Phil managed to say, it was so faint that Race's ear was inches away from Phil's mouth. "Down."

Race grabbed the pistol from Phil's shoulder holster. He looked at the woman, "Call 911." He ordered, then he was up and slammed into the door marked stairs. He took them two at a time. Even though the garage was only one flight down, he had already lost precious seconds. All tactics were out the window; as he reached the door, he burst through, out into the garage. He scanned the area, looking for anyone. He heard tires screeching and ran in the direction of the sound. Four rows over he saw a dark van with tinted windows. It was coming straight for him. He dove out of the way and came up on one knee firing at the tires. He couldn't risk shooting at the van itself, not knowing where Hadji and Dr. Quest were inside. The .45 kicked in his hand, adrenaline pumping through his veins. The shots had missed, he hadn't taken time to aim properly and the van made a quick turn to the left and was out of sight. He ran towards the van, but when he got to the corner, it was gone.

"Damnit." he screamed. He stood there for a few moments and soon he could hear the echo of sirens, no doubt racing to the hotel.

When he reentered the lobby two uniform police officers were already there. Some hotel patrons had gathered about, obviously fascinated by the outbreak in violence at the prestigious Hilton. One of the cops saw Race and drew his pistol on him, causing people to scream and scurry out of the way. "Drop your weapon!" The young cop ordered.

Race did as instructed and kept his hands raised. "I'm a federal agent, by ID is in my back pocket and so is that man lying there bleeding." He nodded in Phil's direction. "Where's the damn ambulance?" He barked.

"It's on its way. Just keep your hands up." The cop said as he slowly approached Race, reaching behind him and retrieving his ID. He flipped it open, seemed somewhat satisfied, and holstered his weapon. "Where's his?" He said pointing at Phil.

"I don't know. Check his pockets." Race said as he lowered his hands, suddenly annoyed at these local cops. The cop knelt next to Phil, who was slowly regaining consciousness. The cop found Corbin's ID and checked it; he obviously had no clue as to the level of authority that Phil held. He reached for his radio. "Central, this is unit 14, where's the ambulance? I have a federal agent down. Over."

"Four minutes, 14. Over."

"Roger. Out." He looked at Race, who seemed satisfied. "Sir, I need to confiscate the firearm." He said as he slid a glove onto his hand and reached down to retrieve the pistol. He dropped the magazine and cleared the weapon.

"Officer, that is Agent Corbin's issued sidearm. You have no authority to take it."

At that moment, Jonny and Jessie pushed their way through the crowd. "What happened? We heard gunshots and screaming and now sirens!" Jonny announced.

"Oh my!" Jessie said covering her mouth with her hands when she saw Phil lying on the ground, the side of his head matted with blood. "He's not…"

"No, he'll be fine, that is if the damn ambulance ever gets here!" Race barked at the cop, who, seeing Race's anger, shrugged and ran off to see where the ambulance was. He was probably intimidated by the fact that he had two federal agents in his midst, one shot and the other shouting orders at him. Phil groaned and tried to sit up. Race knelt next to him, "You should stay down, at least till the paramedics check you out."

"So, I'm not dead?" He managed to say.

"Not this time."

"Damn. I'll be fine." He tried to stand, but was hit by a massive bout of vertigo which caused him to real forward, he gritted his teeth as his stomach tried to force its contents back out the way they had entered. He held it down, but it didn't feel good. He decided to stay seated. The woman from the bar was still there, her expression conveying her confusion as to the current situation.

"You ok?" She asked.

Phil held a hand against his bleeding head, the blood flow starting to recede. "I think so. Thanks." He received a warm smile in return.

"Race, did you get them?"

"No. They got away. That freckled face rookie took your sidearm as well."

"Get who?" Jonny asked concerned.

Before Race could answer, some paramedics rushed through the crowd, knelt next to Phil and began to examine his wound. "Looks like someone was looking out for you." A plush female paramedic said; she had a kind, warm face. "The bullet just grazed you. You'll be alright."

"Yeah, I guess so. Do what you can for me here; I'm not going to a hospital."

"I wouldn't recommend that, but your choice, sweetie." She said as she helped move him up against the wall allowing him to lean back against it. She started to clean up the wound. "I'll give you some stitches here, but you need to get to a hospital on your own and get them taken care of."

"I promise." He mumbled. "Can you give me anything for the pain that I'm sure will kick in as soon as you leave?"

She glanced around, "You know I'm not supposed to do that."

"I know." He smiled at her as best he could.

She patted him on the knee. "I think I got something that will help you out, but you didn't get them from me."

"What paramedic? I did this wonderful stitch job myself."

"Ok, dear. Now just relax, I'll be done soon."

He tried to close his eyes, wanting nothing more then to just get some sleep, but he heard more commotion from the doorway, he tried to turn to look, received a sharp, but gentle slap on the shoulder from his new paramedic friend, and kept his head straight.

"What the hell is going on in this madhouse?"

The two cops ran over to the detective that had just stormed into the lobby. He was a large black man. He had to be at least 6'4" and weigh a good 265, probably all muscle. His head was shaven and he had a thin goatee. "Sir, there was a shooting."

"I know that! Why do you think I'm here?"

"Sir, the man who was shot is over there." The cop reported as he pointed towards the elevators. Superficial wound, the paramedic is stitching him up now, over there." He handed the man Corbin's ID. "We confiscated his sidearm as well. The other agent used it…"

"Shut up, rookie." The detective barked, snatching the evidence bag, which contained Phil's pistol, out of the rookie's hand. He marched over to the scene, the few people that still remained moved out of his way in a hurry. He stood in front Phil watching the paramedic finish up her work. "You should keep better track of your equipment. Didn't you learn anything in the Army? Or did that cushy government job make you go soft?" He said as he tossed the pistol into Phil's lap.

Phil looked up and smiled, "Billy Jenkins. Or should I say, Detective Billy Jenkins. Good to see you again."

"If I had known you were going to come to my city and get shot the hell up I never would have called you."

"I'll be fine, thanks for your concern." Phil retorted sarcastically.

"So, since you're the only sorry son of a bitch sitting here bleeding, I assume you let him get away."

Phil had known Billy Jenkins from his days in the Army. He may have come off as intimidating and harsh, but he was a good friend, one that could be relied upon. He had been the one who informed Phil about the conference and Krumlanski. Billy hadn't been involved in the retaliation on Krumlanski's men, but he knew about what happened and was another trustworthy ally who Phil knew would offer his assistance any way he could.

"All done." The paramedic said. "I'll be right back with those meds, ok? Stay seated for a bit. Detective, I just did some great stitch work, try not to ruin it as you chew him up, ok?"

He grinned at her, "Who me?" He turned back to Phil, who was holding his head with one hand, trying to light a cigarette with the other. "What happens now?"

"Billy, there are bigger problems here then just Krumlanski."

Race and the kids walked over, glad to see that Phil would be ok. Race had told the kids what had happened, they were scared, but also eager to get after Krumlanski. He had to calm them down and explain to them that they had to wait on Phil. Race shook hands with the detective. "Hey, Billy."

"What's up, Race? You still hangin' around this guy?" Billy jerked a thumb at his wounded friend.

Race shrugged, "Yeah you know how it is. He still needs someone to kick him in the ass every now and then."

"I'll do it." Billy offered.

Phil took a drag from his cigarette. "Wow, all the love in this place is making me gag. Billy, I need your help. Krumlanski took Dr. Quest and his son, Hadji. I know where they are headed."

"What do you need?"

"I need a truck, a Suburban. I also need some black fatigues for Race and I. And bulletproof vests, two that will fit the kids as well."

"Make it three sets on fatigues."

They all turned in the direction on the voice to see Jade standing there. "I'm going too."

Phil tried to roll his eyes, but it hurt too much. 'Shit, here it comes' he thought to himself.

"Jade?" Race was dumbfounded, "What are you doing here?"

"I'll explain later. I'm going with. I know the route and the lab itself."

Race glanced from her to Phil, "Race, meet my Umbrella informant. I believe you already know her name."

Race shook his head, "I feel like I'm the one that just got shot." He raised his hands, "Ok, whatever, what's the plan."

"Can you help us out, Billy?"

"I'll have the stuff here in an hour. I'd come with you too, but I'm swamped right now."

Phil finally stood up; he got up slowly, bracing himself against the wall. "Yeah, I know, man. Thanks, I appreciate it. See you in a few."

Billy nodded, turned, barked some more at his officers and stormed out of the building.

"As soon as he gets back we're leaving. We have to hook up with Spnitz." Phil stated. "Race, as much as I hate this Jonny and Jessie have to come with. I know that if we don't take them they'll just follow. So, they'll be safer with us." Race nodded, he didn't like it either, but he knew those two and knew Phil had hit it dead on. "They need to know what's really going on and what we are going to be up against."

"Yes, I know." Race said grimly. Phil hit the button for the elevator again. Hoping he wasn't about to get shot twice in one night.

"I need to take a shower; I think I have blood in my hair."

The others laughed. For a man who had just been shot, Phil could still pull out his sense of humor at the right time. Unfortunately, it would be the last time any of them would laugh for a long while.

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To be continued…

I hope you all are enjoying the story. Now, it should start to get exciting.


	5. Chapter 5

I don't own Jonny Quest, Resident Evil or any of their affiliates. I am not making any money off of this.

I hope you all are enjoying this story so far. I caution from here out there is more violence and language, so read at your own risk!

**WHEN NIGHTMARES WALK AMOUNGST US**

**CHAPTER 5**

After what had seemed like an eternity, Race, Phil, Jade, Jonny, and Jessie were enroute to Washington. They had made a stop at a rundown apartment complex on the North Side in order to meet up with Spnitz. He was a hard sell, but he could get just about anything with little to no notice. After they settled on a price, $3500 cash and not sending the guy to prison for selling stolen weapons to federal agents, they were on their way. They had bought two M4 carbines, one with a M203 grenade launcher which Phil kept for himself; two M9 Beretta pistols with 3 15 round magazines a piece; a Remington 870 shotgun; and enough 5.56mm rounds for 4 basic combat loads, 15 40mm rounds for the M203, and quite a bit of 9mm, .45, and 12-guage shotgun ammunition. Spnitz had also thrown in two tactical load vests and belts, surely out of the goodness of his heart.

Race had volunteered to drive first. They had decided against taking the Dragonfly since there were no landing areas close to the city they were headed to. Also, it wouldn't be as easy for Krumlanski to track them on the road, so they would have the element of surprise once they arrived at the lab. Race wasn't worried about speed limits, once they were out of Illinois they could go faster, but being that there was two government agents in the vehicle pursing kidnappers across state lines, he didn't foresee any problems. Jade sat up front in the passenger seat, reading a map, and Jonny and Jessie were in the first back seat, while Phil occupied the back row. He had taken some of the medication that the paramedic had given him, which was successful in knocking him out cold. He lay across the back seat, finally able to sleep without dreams. The mood in the vehicle was somber; no one spoke. Jade could feel Race's questioning glances directed her way every now and then, but she figured he kept quiet for the kid's sake more so then for her own.

When they finally stopped to refuel and eat, Phil was still asleep and finally Race was able to wake him up by almost having to knock him upside the head. "What? Leave me alone." He grumbled.

"We're stopped. You want something to eat?" Race asked.

Phil sat up, rubbing his eyes. As he got out of the truck he looked around, seeing they were in the middle of nowhere, America. "Yeah, sure. If you want I'll drive now."

"You feeling up to it? I can keep going."

"Yeah, I'll me fine, just need some caffeine. You should try and get some sleep too."

Race started to fill the truck up, "Ok."

Phil leaned against the side of the truck, "So, how much longer till we get there, you think?"

"If we minimize our stops, we should be there late tonight, early tomorrow morning. Jade says that we can drive through the forest, but I would suggest stopping a good mile or so out and walking the rest of the way, as not to arouse suspicion."

Phil nodded, "Sounds like a good plan."

"I don't know if we should split up once we get there though. Now that we have Jonny and Jessie to look after, it may be best if we all stick together. We won't be able to move as fast, but we'll be safer."

Phil nodded, "Yeah you're right. If we could, I would suggest leaving them with the truck, but who knows what is in those woods and like you've said before, they wouldn't stay anyways."

Race smiled, "These kids are pretty bullheaded." He finished pumping the gas and the two of them walked towards the store which also doubled as a restaurant.

Phil lit a cigarette and they both stood outside for another minute, "Well, I don't know about you, but since they are coming with us, I don't feel comfortable leaving them unarmed. It's your call, Race, but we have those two spare M9s. Can they handle them?"

"I've taught them how to handle firearms before. Let's see how things look once we get there." Race said.

"Ok." Phil tossed his cigarette butt down and they both headed in to meet up with the others.

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When Dr. Quest woke up, he felt like he had someone inside his head, pounding sledgehammers against his skull. He moaned and sat up. He appeared to be in some kind of cell and he was alone. 'Where's Hadji?' he wondered, suddenly concerned for his adopted son's well-being.

A light above his cell door blinked on and a few moments later he heard footsteps approaching. He looked around for cameras; they had to have been watching him, waiting for him to wake up. He heard the cell door opening, and in walked Dr. Krumlanski, Dr. Elaim, and two armed guards.

"Glad to see you are awake, Dr. Quest." Krumlanski grinned.

"Where's Hadji? What have you done with him?"

"He's fine, for now. I figured it better to keep you two separate. I wouldn't want you plotting against me."

"What do you want?"

Krumlanski grinned again, "I need your help. I have some interesting things to show you, doctor. I'm sure Hadji will be quite fascinated with them as well."

"You think I'm going to help you after you kidnapped my son and I? You must really be crazy."

Krumlanski's smiled disappeared. "No, doctor, I'm far from it. You won't be saying that once you've seen what I have created."

Dr. Quest glanced at Dr. Elaim, who had been silent the whole time; he also appeared anxious and scared. "What about you, Kyle? How did you get involved with this…man?"

"I…" Dr. Elaim started, but was cut off.

"He was smart and accepted Umbrella's offer. You should do the same, Dr. Quest. If not for your own benefit, then for your family's."

Dr. Quest became angry, but he remained calm and suppressed his desire to hit the man, standing in front of him. "I'm sure by now that Race Bannon and Phil Corbin are on their way right now. You won't last long."

Krumlanski's evil grin reappeared, "I hope they are, doctor. That is if Mr. Corbin survived his unfortunate encounter with one of my men's pistols."

Dr. Quest looked shocked. He couldn't imagine that Corbin was dead or that Race wouldn't be out looking for them. "I'll never help you. Do what you want to me."

"No, Dr. Quest, why do you think I brought the boy with as well? You will do what I want you to, I know that."

Dr. Quest jumped up, ready to fight, but the two guards raised their rifles in his direction, stopping him in his tracks.

"You see, Dr. Quest, I have methods for getting my way. If you don't believe me, ask Mr. Corbin when you see him next, that is if he's still alive. He knows all too well how I operate." He laughed, amused by his own sick games, and turned and walked out. As Dr. Elaim turned to go, he shot Quest a sympathetic look, mouthed the words 'I'm sorry' and left.

Dr. Quest sat back down, his head in his hands. "Hurry, Race." He spoke aloud.

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They had arrived in the little town of Westbury, Washington early the next morning. Dawn was still a few hours away as they drove through the empty streets. Jade had said that the lab was in the surrounding forests on the far side of town, so Race continued to drive through.

"Once we get to the forest, there are access roads that lead inwards." Jade stated. "We can follow those."

"Do you know which one will get us closest without being detected?" Race asked as he continued through the town.

"Yes, I'll let you know once we get to it."

"I think it's safe to assume that they know we will be coming." Jessie said.

"We still want to have some element of surprise." Race countered.

"What's the plan?" Jonny asked, he was excited to get in there and find his dad and Hadji, but he was also scared to death, but he tried to hide it.

"We stick together." Race said.

"We can't cover as much ground that way." Jonny retorted.

"It's safer that way." Phil said from the back, not looking up from the rifle he was oiling.

"Yeah, but, the sooner we find dad and Hadji…" Jonny started.

"Sorry, kiddo." Race said, "That's the plan."

Jonny sighed, "Yeah, ok."

"Turn here." Jade said pointing to an access road off to the right.

They drove through the forest for close to an hour. When Jade told Race to stop, she said they were little less then a mile away from the front entrance to the lab. Race pulled the truck off the road as best he could and they all climbed out. Race, Phil, and Jade all changed into their fatigues and combat boots rather quickly and the kids strapped on their vests. Billy didn't have any clothes that would fit the kids so they had to do with what they had on. Moving to the back of the truck, Phil handed out the weapons. He kept the M4 with the M203, gave the other M4 to Race, and the shotgun to Jade. He loaded his assault vest with the magazines that they had loaded during the drive, 14 magazines with 30 rounds a piece, a double combat load; he gave the same to Race. He strapped his .45 into the tactical holster on his right leg and put the extra magazines in the vest. Race did the same with his sidearm. They each kept an M9, not yet wanting to give them to the kids. Phil had to carry all the 40mm rounds as well, since he was the only one with a launcher, so he strapped them around his waist for easy access. Finally, he added a large, black matted combat knife to the side of his belt.

He reached into another bag and pulled out two silencers for the M4s and two for the .45s. He handed one each to Race. "Just in case." He said.

"Last time I was at the lab, it was heavily guarded." Jade stated.

"Then we will probably need these." Phil said as he attached the silencer onto his M4. "Everyone ready?" He received nods all around, "Alright, let's go."

Jade led the way up the path, Jonny followed her, Phil was in the middle, then Jessie and Race brought up the rear. For all the equipment the two men had, Jessie was surprised at how quietly they moved. The sun had risen about a half an hour before when they finally came into view of the lab. The facility was huge. There only appeared to be one building, but Jade had said that a lot of the lab was located underground. Jade had positioned herself behind a large tree, still a good 250 meters or so from the entrance, she waved the rest forward. "I don't get it." She said, "There are usually more guards then this."

Race peered at the facility through binoculars. He only spotted one guard at the main gate. "You think it's a trap?" He whispered to Phil.

Phil took the binoculars and looked for himself. "It could be." He glanced around at the rest of what he could see of the facility. He didn't see any telltale signs of an ambush lying in wait for them. He handed the binoculars back to Race. "I can take him from here." And he moved off, found himself some acceptable cover and concealment, used a fallen log for support, removed the silencer, from this distance he didn't need it, and steadied his aim.

"No way." Jonny interjected. "He's almost 300 meters away; you can barely see the guy! He's going to give us away."

"Trust him, Jonny." Race said, moving to lie down next to Phil as his spotter.

Jonny turned to Jade and Jessie, "He's using open sites. He'll never make it."

Jessie shushed him up, "Just be quiet, hotshot."

Race watched the guard through the binoculars. "You sure you can take him?"

"If everyone would shut the hell up I can." Phil grumbled. He breathed lightly, waiting for the guard to stop his pacing, but he kept his sites on him the whole time. The man stopped in front of the guard shack, turning to look off the right. Phil fired, the bullet hit the man in the head, he was dead before he hit the ground.

"Wow." Jonny exhaled, amazed at the shot.

Phil and Race were on their feet almost immediately. "Stay here." Race said, and the two men moved off into the woods.

The other three crept forward, trying to get closer to see. Jonny tried to track the two men's movements in the woods, assuming they would make some noise, but he couldn't. He was still watching the wood line, when the two men appeared, farther off then he had expected.

There had been no movement from the guard shack, or any where else inside the compound after Phil had taken out the guard. The two men moved cautiously, one covering the other as they moved forward to the guard shack; one moving as the other covered and then switching positions. Race arrived first, glanced in a window and saw another man; he appeared to be asleep, next to some radio equipment. Race smirked, rent-a-cops. Race moved to the door, positioned himself next to it and waved Phil forward. Once Phil reached the door, he stood; Race held up one finger then pointed at himself. Phil nodded, kept his rifle at the low ready as Race drew his sidearm, attaching the silencer. When he was ready, Phil turned to face the door, he kicked it in, then fell down into a crouching position his rifle raised, and Race was over him in a second, fired at the other guard, using a double tap to ensure he was down. He cleared the little room, saw no one else was hiding in wait, and holstered his pistol. Phil joined him inside.

"That was too easy." Race said cautiously. "Something's not right."

"I agree." Phil replied, rubbing his chin. He went outside, dragged the other guard in, and stood back up.

Race had been examining the small room, just some radio equipment, a monitor, and what looked like a control button to open the gate. "I guess we just let ourselves in."

Race stepped back outside, waved in the direction of the others, motioning for them to move up and watched the building, giving the others some cover. Once everyone was safely to the guard shack, they waited outside. Race went and hit the button, activating the entry gate, which slid open off to the right. "I guess it's now or never." He said.

"Get us inside." Phil said to Jade and they all followed her in. The entrance to the building was off to the right; they moved up to the building and kept their backs to it as they moved to the door, which had a large red and white umbrella painted on it.

"This is it." Jade said.

Race moved forward, tried to doorknob, found it unlocked and slowly opened the door. There was no one there to greet them. The entry way was completely empty. They all moved inside, surprised by the eerie quietness that loomed in the place. There was a reception desk off to the left, but there was no one there. Phil stepped around the desk and was shocked by what he saw. There was a guard, but he was dead, sprawled across the floor. His throat had been torn out, large chunks of flesh missing from parts of his body; he appeared to have been eaten alive. Just like the people in the photos. Blood and gore covered the desk and the monitors that sat behind them, all of which transmitted nothing but static.

"Shit." He mumbled.

"What is it?" Race asked, he moved around the desk, saw the guard, and immediately turned back, blocking the kids from seeing the body.

"I think we're in some serious trouble." Phil stated as he came back around the desk. "We need to find Dr. Quest and Hadji and get the hell out of here, with a quickness." He looked at Race, "The poor bastard didn't even have time to draw his revolver. Jade, are there detention cells here?"

"Yes, a number of levels down."

"Then that's where we are headed." Phil said.

They moved up to the only door which stood directly in front of them. They moved through the door into a hallway that led ahead a ways, then came to a T intersection. There were two doors on the left and three on the right, both Race and Phil hated moving past rooms without knowing they were clear, but they had to conserve time. When the reached the intersection Race cleared the right and Phil the left.

"Which way?" Race asked.

"To the right." Jade pointed. Jade, Race, and Jonny all started down the hall when Jessie suddenly spoke.

"Wait. Look at that?" She said as she moved down the left passageway, pointing at a blue glowing light emanating from the only door that way.

Phil followed her, "Jessie, we don't have time to investigate…" He started and suddenly heard a noise. He turned back and saw a large steel wall sliding down to cut them off from the others back at the intersection. "Shit!" He bellowed as he ran back at the steel wall, but it was too late and it slammed into place. Phil banged on the wall, but it as hopeless; it was too thick for the others to hear him. He looked around, but saw no controls whatsoever. He looked up and in the corner, near the ceiling and he saw a closed circuit camera, a red lit on; they were being watched. Whoever closed the door was just waiting for the right moment to split up the group. He turned away from the camera and saw Jessie, shocked at what had just happened and upset thinking it was her fault.

"I'm sorry." She whispered; her head low.

"Don't worry about it. We'll be alright." Phil responded, kneeling in front of the girl. It wasn't until this moment that he realized just how young she was. Just barely a teenager. A scared and frightened little girl. He was scared too, scared as hell, but he couldn't show it, for Jessie's sake.

"I…" She started, but trailed off.

"Hey, Jessie, like I said we'll be ok. I'd rather be with you then be stuck here alone. We'll find the others. Ok?"

She looked at him and nodded, trying to look brave. He smiled at her which got him one in return and was about to say something, when he heard a loud banging noise. It came from the door that Jessie had first approached, their only means of escape. He stood up and Jessie moved behind him, the banging came again followed by a loud grating noise, like nails dragged across a blackboard. Whatever it was, it was trying to get into the hall way with them. Phil stepped back instinctively, raising his rifle at the door. He reached around his back, pulled out a 40mm round from his belt and loaded it into the launcher, never taking his eyes off the door. The banging continued and he watched as the door began to collapse.

"Stay behind me." He said to Jessie over his shoulder.

It felt like time had stopped; only the banging continued. He kept the rifle trained on the door, ready to kill whatever came through. The door flew off the hinges and a huge, hideous creature flew through the opening. Phil opened fire. The bullets ripped into the flesh of the creature before him. He didn't know what it was, but he knew he wanted it dead. It walked on all four like an animal. Its skin was a sickly pale grey and it had long sharp claws on its toes. The creature's face was hideous, fangs protruded from its gaping maw, sizzling foam dripping from between the fangs, and a long gruesome tongue that whipped about. Its brain was exposed. Phil couldn't comprehend what he was seeing; it was something out of a horror movie. He heard Jessie scream behind him as the thing leapt to the ceiling. He continued to fire at it, aiming for the head and brain.

"Die, you bastard." He growled through gritted teeth.

He had almost fired a full magazine when the thing screeched, twisted in agony, and fell from the ceiling, dead. The smell was foul and obnoxious, its blood covering the walls, ceiling, and floor. Phil kept his rifle aimed at it and when he was convinced it wasn't getting up, he aimed at the door. No more sounds came, no more monsters. He took the moment to reload, wanting a fresh magazine in case another one of those things came.

"Jessie?" He said, still facing the door.

"Yes?"

"You ok?"

"Yes. What…what is that thing?"

"I don't know, but it's dead and that's all I care about. We have to keep moving."

"Ok." She stammered as she crept up behind the man, realizing that he was all she had to keep her safe at the moment. "What's going on at this lab?" She said aloud as they stepped past the dead creature's body.

"I don't know, but I'm sure as hell going to find out." Phil stopped as they reached the door. He turned towards Jessie, reached back and handed her the M9 he still had. She accepted it and the extra magazines he gave her. "You know how to use that, right?"

"Yes, Dad taught me."

"Good. It's obviously not a good idea to be walking around here unarmed. Ready?"

She nodded and the two stepped through the doorway, into the unknown.

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Race banged his fists against the steel blast wall, pissed that they had been cut off and that his daughter was over there. "Jessie! Phil!" He yelled, but he knew it was hopeless, there was no way they could hear him. "Damnit!" He yelled.

He turned back towards Jade and Jonny. "We have to find them."

"It'll take forever to circle back around." Jade said.

"We can't leave them!" He countered, "They don't know where to go!"

"We have no choice." Jade said.

Race was about to speak when he thought he heard noises from the other side. He pressed his ear against the wall. It sounded like gunfire. He banged against the wall again "Phil! What's going on?" He listened again, knowing he was hearing rifle shots. "Shit!" Then the sound ceased. Nothing again, just silence.

"Race, we have to get moving." Jade said, "Phil is with her." She knew Race was upset that he had lost his daughter. "He'll protect her. You know that. He'll keep her safe." She tried to sound reassuring.

Race nodded. "I know. But who will protect him?"

Jade didn't respond. It was a rhetorical question and even if it wasn't she didn't know the answer. "Let's go. A few more hallways down will lead us to an elevator to the lower levels."

Race nodded. He looked at Jonny who was terrified, not knowing what to expect. First, his father and brother were kidnapped and now Jessie and Phil were gone too, the boy had every right to be scared. "Come on, kiddo. Let's go find your dad and Hadji."

"Yeah." Was the only response he gave as he turned and followed Jade down the hall.

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Dr. Quest sat in the facility's main control room with Krumlanski and Dr. Elaim. He watched the monitors as he saw Krumlanski activate the blast wall, effectively splitting up the group. Then he watched in horror as one of Krumlanski's 'pets' attacked Phil and Jessie. He openly breathed a sigh of relief as he watched Phil kill the creature.

Krumlanski stood there, grinning as always. "It seems your friends have indeed come to your aid, doctor. Unfortunately, none of them will make it out of this compound alive."

"I don't know, Krumlanski. It seems they are prepared for your little games."

He laughed. "I will admit that I am somewhat impressed that Corbin killed the hunter so quickly, but that is the least of my concerns. They've barely made it inside. Once you see what else I have in store for them, you won't be so positive about their abilities."

"You're sick!" Dr. Quest spat.

"No, doctor, just wait and see. If my pets don't kill them first, I have some other surprises for them. I can tell that this will be a most beneficial test of my creations' abilities."

Dr. Quest rarely condoned violence, but at that moment he would love to see the man in front of him dead. "I can't wait till Corbin finds you and kills you, you sick bastard."

Krumlanski turned towards him, the grin gone once again. "That, my friend, will never happen! If he does happen to make it this far, I will kill him myself; slowly, painfully, like I did to his wife! But first, I'll make him watch as I kill every one of you." As he said the last words, he pulled out a long knife and pushed the blade up against Quest's throat. "Just like I made him watch when I killed his wife." He stated, grinning evilly once again.

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To be continued…

A basic combat load is 210 rounds. 7-30 round magazines.

I made up the town of Westbury, Washington. I've only been to Washington state once and that was at FT. Lewis for 30 days.


	6. Chapter 6

I don't own Jonny Quest or Resident Evil. I'm writing this just for fun and am making no money from it.

**WHEN NIGHTMARES WALK AMOUNGST US**

**CHAPTER 6**

Hadji was alone. He hadn't seen Dr. Quest since they were abducted from the hotel in Chicago. He had no idea where he was, except that he was locked up in a cell. He had examined the small room and found absolutely no means of escape. He had heard the guards talking outside the cell, but they spoke of nothing of value. He decided it best not to try and speak to them, not wanting to set himself up for any type of retaliation. He just sat and hoped that Dr. Quest was alright and that Race and the others would come and rescue them.

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Jade led Race and Jonny down through the far door and down another set of hallways. They spoke very little, keeping their eyes and ears open for any signs of an attack or of Phil and Jessie. However, according to Jade the hallway that the other two were now forced to take led to a different part of the facility. The likelihood of running in to them any time soon was slim.

"This way to the elevator." Jade said matter-of-factly.

As they turned the next corner they were faced with a new problem, a group of no less then eight people, or what had once been people, stood in their path.

"Zombies." Jonny breathed. The corpses milled back and forth. All wore ragged, ripped, and bloody lab coats. One of them spotted the group, led out a low, horrid, moan and advanced. The other zombies did the same.

Race and Jade fired at the same time. Jade's shotgun blasted the first zombie, once a female that was missing half her face and jaw, in the chest; the blast blew a hole right through the creature and it fell. Race fired numerous shots, hitting another two in the chest, one fell, but moments later got up and continued to advance.

"Aim for their heads." Jade said as she pumped her shotgun and fired again.

Race took aim and hit the first zombie between the eyes, the powerful round blew half of its head off and it collapsed. He took aim on the next one and did the same, blowing out its left eye. Jade continued to fire, her shotgun which was ideal for the close quarters they were in. Within a few moments, all the zombies were down and none got back up.

"What the hell were those things?" Race asked.

"T-virus victims." Jade answered; her face grim. "They must have once been researchers here."

"How did they get like that?" Jonny asked, trying not to look at the corpses.

"I can only imagine that Krumlanski released the virus." Jade said.

"Are we in danger of it?" Race asked.

"Not anymore, at least not from it being airborne. It only survives in that state for a day, two at the most. These people have been infected longer then that, you can tell by the decay; now its blood borne. Don't let them bite you. If you're unlucky enough to survive a bite, within time…you'll change."

"Let's keep moving." Race replied. He thought of Jessie and hoped that she was ok. She was in good hands, but how long could just two people last. He was thankful that Phil had taken the grenade launcher; at least they had some extra firepower of their side.

They continued down the hallway, not running in to any more zombies, but staying cautious just the same. When the reached the elevator they saw the controls had been destroyed. Race grabbed the wires and ripped them out of the wall. "Looks like someone wants us to take the stairs."

Jonny pointed at the door in the corner. "That way I bet."

Race handed Jonny the M9 pistol and extra magazines. He instructed him to only use it as a last resort, but knew that each one of them was better off with some kind of weapon. "Which level are the cells on?"

"We need to go down four flights." Jade answered.

"Let's go then." He said as he pushed his way through the door and into a whole new nightmare. The walls were smeared with blood, but there were no bodies to be seen. He raised his rifle as he headed down. "Keep your eyes open. Jade, take up the rear."

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Phil and Jessie had walked through the door and into another hallway. This one was short, with one door at the end on the right. There was also a large hole in the ceiling, presumably where the creature had come from, however it was too high and there was no way to reach it. If he vaulted Jessie up on his shoulders she would be entering an unknown area without him and she didn't have the strength to pull him up behind her. The only option was the door. They headed to it, found it unlocked and entered. It appeared to have been a small research lab. It was litter with debris, more blood on the walls and floor. Large animal cages lined one wall, but they were all empty, a few of the doors broken off, as if what ever had been inside forced their ways out. A large lab table was in the center of the room, it was covered with blood and instruments. No sign of what had been worked on remained. Up against the far wall was a locker next to another door. Jessie headed to the locker, opened it, but found nothing of value. Just a lab coat and some empty folders. There was a small desk that had a phone. Phil reached for it, but it was dead. Upon further examination he figured out it was just an internal system, able to call other rooms, it gave him some hope, but without knowing where Race and the others were, it would do no good. He started rifling through the desk drawers.

"What are you looking for?" Jessie asked.

"I don't know for sure; anything to use as evidence; documents, notes, pictures, anything to bring Umbrella down." He answered, but came up short. He slammed the desk drawer closed and turned back towards Jessie.

"Did you find anything?"

"No, nothing. What now?"

"We keep moving. Maybe if we are lucky we'll find a map or something."

Jessie went and examined the cages. They smelled like dog kennels. "What do you think were in these cages, Mr. Corbin?"

"I hope we don't find out." He responded.

Jessie nodded, "Yeah, me too."

They exited through the far door into a larger room. It was similar to the one they had just left, but off to the right was an operating room, the observation window covered in bloody handprints on the inside. There were two doors to choose from now, one immediately ahead and one off to the left. A low moan came from the operating room, causing them both to turn; Phil had his weapon raised in a heartbeat.

"Stay close." He said as he moved forward towards the room. The automatic door was open, obviously disabled. Directly in front of him he saw a man, or what was once a man. Upon seeing Phil the creature staggered forward, moaning, blood and saliva dripping from its mouth. Phil fired a few shots at the creature, hitting it in the chest, but it continued on. 'What the hell?' He thought and then remembered what Jade had said and he took aim and fired a round into the creature head. The round blew the things head clear off, blood sputtering from its neck. The body fell, twitched and then was still. He slowly approached the door, Jessie in tow. When he reached the door, he attempted to clear the room, but was met by another zombie. The creature lunged for him from the right. Phil pulled back in time, but he had lost his balance and slipped on the blood soaked floor. The creature moved for him again, and he dove forward out of its reach, into the room. "Jessie, stay there!" He yelled, hoping to keep the thing away from her. He jumped to his feet, but the room was small and the thing was on him as he stood. It grabbed for this throat, Phil was amazed at the zombie's strength. He tried to maneuver, to loosen its grip on him; he tried to push away and threw the zombie up against the window, shattering the glass. The thing was back up in a matter of moments, but it held a long shard of glass in its rotten hand. 'Damn, these things use weapons too.' Phil thought as he drew his pistol and took aim. The thing lunged for Phil again, letting loose a load moan as it moved. Phil fired at its head; the zombie's eye exploded as one of the bullets tore into it. The bullet killed the thing, but its forward momentum continued and its lifeless body crashed into Phil knocking him down, with the thing lying on top of him.

Jessie had watched the whole incident, wanting to help, but it was all happening so fast. She saw the thing land on Phil and rushed over to help him get it off. He was pushing the thing up and off of him when she got there and she helped push it to the side. Phil sat up and winced. Jessie looked and saw the shard of glass was sticking out of his lowered abdomen, not good.

"Hold still." She said. She looked at the wound; it didn't appear that the glass had gone in deep.

Phil grimaced, reached down, and pulled the glass out of his body. "Ouch." He said, trying to smile.

"Hold your hand against it to stop the bleeding," Jessie instructed, "I'll try and find something." She ran out and searched the room, coming up short. She had to help him; if he bled to death then she would be all alone. Without asking she went back to the room they had just left, searched all the drawers and luckily came up with a small first aid kit. She ran back and knelt down beside the wounded agent. "It doesn't look too deep. If we bandage it up I think you'll be ok." She said as she opened the kit. She pulled out some antiseptic, made Phil raise his shirt, so she could clean the wound, and dabbed a cloth up against the cut.

He winced as she touched him, "That stings."

"Good, it's supposed to. Guess it lets you know you're still alive." She smiled at him then finished up, securing a sterile bandage over the cut.

Phil stood up, it still hurt, but he'd have to deal with the pain. "Thanks."

"You sure are prone to getting injured." Jessie said, trying to make light of their grim situation.

Phil smiled back at her. "Yeah, I know. Why do you think I sit behind a desk most of the time?"

Jessie laughed, she was glad she wasn't alone in this place. As safe as she would feel being with her dad, she felt just as safe with this man here. "I'm glad you're with me. Glad Jonny isn't here, he'd be freaking out. He's a wuss when it comes to blood and wounds."

"Well, then I'm glad too. Come on. We need to keep going." They moved out into the large room once more; found the far door to be locked, so choose the other door to the left.

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Race, Jade, and Jonny had made it down to level four, only to discover the door was locked. No amount of force would open it. Race felt for sure that they were being led somewhere, like mice in a maze. They moved back up to level three, found the door open and entered. The hallway was barely lit, just red emergency lights that flickered down the hall. Race pulled out a small flashlight, secured it to his rifle and moved on. They crept along the passage, hearing more moaning coming from the end.

"Be ready." Race whispered.

They kept moving and were met by another small group of four zombies. Race fired, taking out three, and Jade took out one. They thought it was all clear and went to move on when they heard cracking noises coming from two of the downed corpses. Before they could react, the chests of the two corpses burst open and what appeared to be large spider like creatures crawled out, moving quickly up the walls. They were the size of small dogs.

"Jesus!" Race cried and tried to track them with this rifle, but they were moving too fast. Jade fired and hit one; it fell to the floor dead. The other had gotten behind them and leapt down onto Jonny's back.

He screamed and clawed at the creature. "Get it off!" He hollered as he whipped about frantically, trying to detach the thing from him. Race ran up to Jonny, grabbed the spider thing off of the boy's back and slammed it against the wall. The spider let out a cry as Race dropped it and crushed it beneath his boot, green ooze sticking to the bottom. Jonny was sitting on the floor, tears running down his face.

Jade knelt next to the boy, trying to comfort him. "Jonny, its ok now. It's dead, Race killed it."

Jonny hugged his knees against his chest, traumatized by the attack. Race knelt next to the teenager as well. "Did it bite you, Jonny?" He asked trying to sound calm.

Jonny shook his head, "No." he mumbled. "I want to get out of here; I want to find my dad."

"We will, Jonny. It'll be ok." Race replied. It hurt him to see the boy in such as state; Jonny was always strong, always adventurous.

"I'm scared." Jonny whimpered as he stood, being helped up my Race.

"I am too, kiddo."

Jonny glanced up at his bodyguard. He never knew Race to be afraid of anything. "Really?"

"Yes, but we have to stay strong for each other and for your dad and Hadji."

Jonny sucked in his breath, attempting to fight back the tears. "Ok. I'll try."

Race ruffled the boy's hair. "I knew you would." He nodded at Jade and they continued down the hall. None of them had noticed the small camera in the corner, tracking their movements.

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Dr. Quest sat in the control room, terrified. He had watched as Jessie and Phil were attack by T-virus victims and now he had just seen his son, Jonny, almost killed by some horrid spider creature. He held back his tears; there was nothing he could do for them. He couldn't escape from the room, even if he managed to subdue Krumlanski and Elaim there was still the armed guards that stood watch at the door.

Krumlanski puffed at his foul cigar, he laughed as he turned towards Quest. "I wish there was sound on these cameras. It seems your boy is quite the fraidycat."

"He's just a boy! Those things almost killed him." Dr. Quest growled.

"Yes, I'm glad that the children are along after all. They are quite the handicaps for Bannon and Corbin."

"You sick monster! They're just children! Why are you doing this?" Quest asked, suddenly exhausted.

"I need to convince my superiors that my work here is successful. If we want to make a profit selling our weapons then we need to be able to demonstrate their effectiveness against highly trained and skilled foes."

Dr. Quest finally realized what was really going on. "You had this whole thing planned from the beginning. You lured Hadji and me to conference in Chicago in order to kidnap us. You knew Race would follow. All this for what... money?"

"Dr. Quest, you are a bright one!" Krumlanski said clapping his hands. "It's just an added benefit that Agent Corbin is along for the ride. I figured that he would come after me if he knew my whereabouts, so I made it known to his contacts that I would be in Chicago. I knew he couldn't resist the temptation to come after me. I did not expect the other children, but I am glad they came along for the show."

"What about, Jade? You didn't expect her to be here, helping them track you down so they could destroy you." Dr. Quest retorted.

Krumlanski laughed again and Quest knew he was wrong. "You fool, Quest! You think I didn't know about Jade and her relationship to Bannon and Corbin? You think I would really be careless enough to let some woman take advantage of me and escape here with all that knowledge. No, doctor, I let her go. I gave her just enough evidence to run back to Agent Corbin and bait him into tracking me down. Women are so easily manipulated. And men who are allured by a beautiful woman will believe anything they say and follow them anywhere. I knew that if Race didn't try and enlist Corbin's aide, then Jade would bring him here herself."

"You are insane."

"You keep saying that, doctor, but I am the one in control here. This is my game and I will play it as I see fit."

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Phil and Jessie pressed on; they had come across more zombies and were successful in taking them down. They had moved up in the building, being led somewhere by a series of locked doors and blocked passages. They soon found themselves on a catwalk above a large warehouse facility. Upon looking down they saw that the warehouse was filled with large crates and off in one corner were boxes shaped like coffins. Neither of them wanted to know what was inside. At the end of the catwalk was what looked like a control room, obviously to work the crane that hung from the ceiling. They continued forward and heard a noise ahead; three more zombies blocked their path. Phil raised his rifle and fired; as the last one fell they heard a screech from above and another hunter monster fell from the ceiling onto the catwalk. Phil opened fire again, pelting the creature with bullets. Soon he heard the audible click and knew he was in trouble, his weapon was out of ammo. Jessie stepped next to him and fired her pistol, the weak 9mm rounds hit the creature, but did little to stop it. The thing whipped its tongue at her and knocked her down; she slid off the catwalk, but grabbed on at the last second.

"Jessie!" Phil yelled as he reloaded and fired at the creature again.

"Help!"

"Hang on!" The creature advanced on him and he knew he was in trouble. "You want this," he mocked. "Fine." The creature reared up on its hind legs, preparing to leap in for the kill. Phil saw his opportunity and took it; he reached forward and fired the M203 at the creature, the distinct pop as the round left the tube was like music to his ears. The round hit the creature in the torso and exploded, blowing the thing in half. After he watched the creature explode into pieces Phil ran to the edge where Jessie was hanging on for her life. He reached down and grabbed her wrist.

"It's ok. I got you." He said as he pulled her up and back on to the walkway.

Jessie was breathing heavily. "Thanks. But I dropped the gun."

"We'll find you another one." He would have given her his .45, but he knew that the large and powerful handgun was too much for her. She wouldn't be able to wrap her hands around to grips, depress the beaver tail, and fire at the same time.

They heard moans coming from the warehouse floor below and saw a mass of zombies, staring up at them, moaning, hungry. He popped the tube of his launcher open, let the spent casing fall to the walk, and reloaded another. The M203 worked best when fired in the air at an angle; however he didn't have that kind of space to properly aim. So he leaned over the railing, pointed it down at the center of the group and fired. The round popped out and shot down, exploding in the center of the group. Zombies were blown apart and the few that had survived scattered into the corners.

Phil turned towards Jessie and smiled, "I really love this thing." He said as he patted the launcher, ejected the round, and loaded another one.

"I can see." Jessie smiled.

"Let's go check out that control room. Maybe we can find you a weapon."

They crossed the rest of the catwalk without incident. Upon entering the control room, they found a dead worker. He hadn't been torn apart like the rest, he had a gunshot wound to his head and a pistol lay on the ground by his side. He had killed himself to escape a fate worse then death. Phil felt sorry for the man. He reached down picked up the pistol, saw it was the same kind as Jessie had dropped and handed it to her. "Easy come, easy go." They searched the room and found some more ammunition which Jessie shoved in to the pockets of her jeans.

They left the room and continued on, exiting the warehouse on the other side. They entered what appeared to be a break room. There was no blood and no bodies. It appeared they were relatively safe for the time being. "We should take a few minutes to catch our breath." Phil said. He found a soda and vending machine. Phil was apprehensive about consuming anything from this place, but they would need water or else they wouldn't last much longer. "Got any change?" He asked.

"What?" Jessie inquired as she looked at the man. "Ummm, no, sorry."

"Oh well." He said and raised his leg and planted his boot through the soda machine, smashing the front open. "I didn't want to pay for them anyway."

Jessie laughed as the man pulled out two small bottles of water and handed one to Jessie. "Think its safe?"

He shrugged, "I hope so." He opened the bottle and drank. It tasted like regular water and he sure hoped it was. Jessie saw that he didn't turn in to some wild, crazy monster, so she did the same.

"Mr. Corbin, what do you think of Jade?" Jessie asked sitting on the edge of the table.

Phil was taken back by her question, of all places, of all situations, she asked him about Jade. Maybe it was her way of blocking out what they were experiencing. "What do you mean?"

"I'm not sure how to take her. At first, I hated her because I thought she was trying to take over for my mom. But, then I got to know her and she was ok. Then, one day she up and tells my dad that they are through." Jessie shrugged, but continued. "Now she's here, helping us get Dr. Quest and Hadji back."

"She's a unique person, I'll say that much. Sometimes I don't know what to think of her, either, but I know that she, when she could, would always try to help. Sure, her motives are usually somewhat self-centered, but I think we can count her as one of the good guys."

"Do you like her?" Jessie asked.

"How so?"

Jessie shrugged, "I don't know. You know, just like her. Like how men and women are supposed to like each other."

This girl was wise beyond her years. "I used to, I guess. But not anymore, at least, not like that."

"Why? What happened?"

"Well…" He couldn't believe he was standing here telling a teenage girl about his love life. He felt pathetic. He was cut off by the ringing of a phone. They both turned their heads towards the sound. They walked over to it as it continued to ring.

"It could be my dad." Jessie said.

Phil hesitated, but then he hit the speaker phone button. He didn't say anything.

"Ahhh, Agent Corbin, young Miss Bannon. So good to see you two are still alive." It was Krumlanski. "I really did not expect you to make it so far, but that is ok, it has been quite entertaining."

"Where are you, you slimy little bastard?" Phil said, "Come out and face me like a man, instead of sending your sick little freaks after us."

"No, no, no. That wouldn't do at all. I do have a present for you though. I'm sure you will meet him soon."

"Where are Dr. Quest and Hadji? Give them up and I will come to you."

"They are fine, for now; they are enjoying my show for them. Too bad I can't say the same about Agent Bannon and his little crew."

Jessie gasped and Phil turned to her, shaking his head. 'Don't believe it.' He mouthed. "You're lying."

"Am I, Agent Corbin? Guess you'll just have to keep moving to find out. They were not as successful against my pets as you have been. It was most enjoyable watching the boy die, he screamed like a little girl…"

Phil snatched the phone off of the receiver, killing the speaker, "You sick bastard, when I find you you'll wish you'd never been born."

"No, Corbin, it will be you that wished you had died six years ago, alongside your darling wife."

Phil felt anger and rage brewing inside him, but also despair. They were trapped in this lunatic's madhouse and had no choice but to keep moving, looking for him, as he watched them knowing exactly what they were doing. "I swear I am going to make you pay for this; for all of this."

He heard Krumlanski laughing through the phone. "Oh I'd love to see you try."

Phil slammed down the phone. Not wanting to hear any more of that man's voice. He was so angry that he ripped the phone out of the wall and threw it up against the far wall; it shattered in to numerous pieces. He looked around; saw the camera in the corner and walked up to it. He glared at it, knowing he was being watched on the other end, gave Krumlanski the finger, then pulled out his pistol and blew it apart. He turned back and saw Jessie, tears welling up in her eyes.

"Jessie, you can't believe anything he said." He said as he knelt down in front of her.

"How can you be so sure? What if he was telling the truth? What if my dad, Jonny, and Jade really are dead? Killed by those monsters."

"You can't think that way. You need to stay strong, stay focused. I know your dad and I know that he wouldn't be so easily overcome by these things."

Jessie looked into his eyes, but said nothing.

"Hey, if I can handle these things, then I know Race can. He can whoop me in just about anything we do. And I'm sure when this is all over he'll be bragging about his body count, which will blow mine away."

Jessie smiled through her tears. She knew he was just saying things to encourage her, but it helped. "Yeah, and so will Jonny."

Phil smiled, "Yeah, I'm sure he will, but I know you're kicking ass way more then him."

Jessie snorted out a laugh; once again she was glad that Phil was with her, even in the darkest and scariest of places he was able to make her laugh. She hugged him around the neck, "Thank you. Thanks for looking out for me."

She smiled as she pulled away from him and he stood. "No problem. Besides, if I didn't I'd have to worry about your dad killing me and that is hell of a lot scarier then any of these monsters combined."

"That's for sure."

"Come on, you ready to get going?"

"Yeah, let's go."

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"That was a stupid thing to do." Dr. Quest stated. "All you've done is enrage the man even further and make him more determined to find you and kill you."

Krumlanski sneered, he hated being spoken to in the manner that Quest was and wanted to kill the man, but he couldn't. Umbrella wanted him and the Indian boy alive. "We will see, doctor, we will see. Kyle, prepare the Hades program. If Corbin or Bannon make it here alive I want to be ready for them."

Dr. Elaim gulped down the lump in his throat and began to enter sequence codes into the computer console.

Krumlanski was starting to get annoyed. He hadn't expected things to go this way and he wanted to end it all as soon as possible.

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Race, Jonny, and Jade continued on. They had entered a large, circular room that appeared to be an autopsy observation room. Down at the bottom was where the autopsies were performed, a glass window separating the room from the observers who would sit in the stadium style seating. Race moved along the top row. The room was silent, but he saw signs that something had been here before them. There was blood on the walls and some of the seats. A corpse down one of the aisle was missing its head.

Jade and Jonny stood at the door they had entered. "If we go through the door at the bottom we can get to the cells." Jade said. "This is where…" she glanced at Jonny, but continued, "they brought their prisoners. To…do things to them."

Jonny was clearly upset, but he stood tall. "Well, let's go then. I want to find my dad and Hadji. I also want to take some of these things out myself."

Race grinned, he knew Jonny was tough and the attack by the spiders had at first scared the young man, but now he could tell it was hardening Jonny's spirit.

Suddenly there was a crash and a creature leapt through the glass of the autopsy room. It landed on some of the seats, crushing them under its weight. It was another hunter, but Race had not faced off with one yet. "Get down!" He yelled and opened fire on the monster. The thing turned and swung one its huge clawed paws at him, Race lunged backwards, the claws scrapping against his Kevlar vest. If he hadn't of been wearing it, he'd have been torn in half. Jade moved down and fired at the hunter with her shotgun, aiming for its head. The thing squealed and leapt out of the way. Race had regained his footing and continued to fire at it as it flew threw the air. The bullets tore into its flesh, spraying blood across the room. It landed in between Jonny and Jade; she turned to fire and hit the thing in its backside, which made it shrieked in pain. Jonny aimed his pistol at its face, he felt the little handgun wouldn't do anything, but he kept it aimed as the creature slowly crept towards him. Jonny backed against the wall and fired, hitting the thing in the face and brain. It howled, but Jonny kept firing. His last shot blew the thing's brain apart and the hunter collapsed dead, only a few feet from him. Jonny lowered the gun, and sighed.

Race ran back up the steps to Jonny. "You ok?" He asked concerned.

"Yeah." Jonny replied, and then he looked up at Race, a huge smile across his face. "Looks like I got my first one."

Race patted him on the shoulder. "Yeah, sure does. Come on; let's go before any more show up." They all reloaded their weapons and headed for the door that Jade said would lead them to the cells. Jonny glanced back at the monster one last time, glad he had gotten to take one down, but scared as hell that it had gotten so close to him.

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To be continued…


	7. Chapter 7

I don't own Jonny Quest, Resident Evil, or any of their affiliates. I am not making any money of off this story.

**WHEN NIGHTMARES WALK AMOUNST US**

**CHAPTER 7**

Race, Jade, and Jonny headed out of the autopsy observation room into another long empty corridor. They continued ahead, not passing any doors. A right turn at the end of the hallway led them to a set of swinging double doors. A bloodstained gurney sat against the wall.

The doors were unmarked, but according to Jade they were almost to the cells. "Once we go through here the cells will be one hallway up."

Race didn't ask her if she had ever personally been there or had seen any of the horrors that were perpetrated upon Umbrella's victims. He figured if she had, it was probably punishment enough. He nodded and pushed slowly through the doors. The hallway was empty, devoid of any life. However, it was still a horrific scene. Body parts were littered across the floor, blood and gore stained the walls. An overturned gurney lay in the middle of the hallway, a solitary arm protruding from beneath. Race stepped over to it, knelt down to examine the corpse and only found half. The bottom half of the corpse was completely gone, the last moments of the person's terror were etched into the face. It was hard to tell, however the dead man had probably been young, no more then 23 or 24 years old. Race shook his head in disgust. He was having difficulty taking everything in, as he was sure the others were as well. All the unnecessary and heinous deaths that took place here were just too much for the brain to process. He knew that they had to get out of this place soon; he could only imagine how Jonny and Jessie were dealing with it all.

Jade pointed to the door at the end of the hallway. "The cells are through that door."

Race stood, tried to regain his composure and moved down to the door. It had a small window in the top center portion and he peered through it, trying to stay concealed as best he could. He could see two armed guards about half way down the hall. It would be tough, but he wanted to take at least one, preferably both, alive for questioning. He swung his rifle to his back, making sure the sling kept it secure and drew his .45. He screwed the silencer on, hoping that with it he would still have some element of surprise. He motioned for Jade and Jonny to stand fast and glanced through the window again, he watched as one of the guards turned his back to the door, the other was facing the far wall, not watching the door, and decided now was his chance. He pushed through the door, crouching low to the ground, as he was through the door, he took aim and fired. He hit the first guard in the side, the force knocking him to the ground; he fired again, hit the man in the chest, and took aim at the other guard. The other guard, who swung around when he saw his compatriot fall, reached for his sidearm, but Race had already taken aim and fired again. He hit the man twice in the legs. The guard howled in pain as he fell, dropping his weapon. Race was up and on him in a matter of seconds.

"Stay down if you don't want to die." He instructed the guard, keeping his pistol trained on the man's head. The guard, seeing the seriousness in Race's eyes and knowing that there was nothing he could do nodded and slowly raised his hands. "Any other guards down here? For your sake, I suggest you tell me the truth." The guard shook his head, the fear of dying motivating him to cooperate.

"Jade. Jonny." He called, "You can move up now."

As he spoke he heard another familiar voice. "Race? Race, is that you? Oh thank the heavens you have come." It was Hadji.

"Hadji?" Race spoke, relieved to hear the boy's voice. "Are you ok? I'll get you out of that cell in a second." Race looked back at the guard. "Keys?" The man pointed at his fallen comrade. Race looked, saw the keys, and stepped over, keeping his eyes on the wounded guard. "No funny business."

Jonny and Jade ran up to Race as he retrieved the keys and handed them to Jonny, who immediately moved to the cell Race had indicated and unlocked it. Hadji burst out of the cell, hugging Jonny tightly. "Oh I am so glad you have come, my friend. I was beginning to lose hope."

"We wouldn't give up on you so easily, Hadji." Jonny beamed, relieved to see his brother alive and unharmed. "Where's my dad?"

Hadji lowered his head. "I'm sorry, Jonny, but I have not seen him since I woke up numerous hours ago. I believe they must have taken him to some other part of the facility."

Jonny looked heartbroken. They would have to continue through this madhouse of death and horror in order to find his dad. He was overwhelmed with joy to find Hadji, but he could tell his brother was tired and appeared sickly. Being locked up down in this pit with probably no food or water hadn't been good.

Race kicked the wounded guard, producing a whimper of pain from the man. "Where's Dr. Quest? Where did you take him?"

"They took him to the main control room hours ago. I haven't seen him since, we were just told to watch the boy."

"Where is it?" Race demanded.

The guard winced again, "Main level. Towards the rear of the facility."

Race glanced at Jade who nodded; she knew where it was. They all moved to go, Jonny helping Hadji along. The guard raised his hand, grabbing at Race's pants. "You can't leave me here!" He pleaded, "Those monsters will get me for sure."

Race had no sympathy for the man. "Maybe you should have thought about that before you took a job with Umbrella and kidnapped children." Race replied and turned his back, heading back for the door.

"Jonny, where is Jessie?" Hadji asked, suddenly concerned.

Jonny sighed, "We got separated shortly after we got here."

"She's all alone?" Hadji asked exasperated.

"No. Mr. Corbin is with her. We haven't seen or heard from them since. I hope they are alright."

Hadji nodded. "My friend, I am sure they are. We both know how strong –willed Jessie is."

Jonny smiled, "Yeah, stubborn too."

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Phil and Jessie continued on through the facility, attempting to find a way out and soon. They kept moving along, not speaking much, when they heard low clicking noises coming from the intersection ahead. They glanced at each other and continued to move forward. Phil raised his M4, keeping it in the ready position as he crept along, trying to remain as quite as possible. They had almost reached the intersection when the distinct low growl of an animal chimed in with the clicking. Jessie glanced up at Phil, who kept his eyes forward, and she raised her pistol as well. Within moments two mutated dogs appeared from around the corners; blood soaked foam dripping from their jaws. They weren't normal dogs, however, their bodies covered in muscle, tendons, and blood.

"The kennels." Jessie breathed.

One of the dogs lowered its head and began growling and barking at the two humans. It could probably smell their fear. Phil watched the dog as it lowered itself and its muscles tensed. Just as it began to run, closing in on its prey, Phil fired. He hit the dog throughout its body, riddling it with bullets. It fell and its lifeless body skidded to a halt. The other dog was already on the move, Jessie fired, but only a few of her bullets found their mark. Phil swung around, taking aim on the dog and fired again, bullets tore into its body and head. During the commotion, neither Jessie nor Phil noticed the third dog that had appeared. It ran and leapt at Phil, crashing into him when his attention had been averted to the second dog. Both man and mutant dog crashed to the ground and slammed into the wall. The dog scratched and tore at the man, trying desperately to sing its teeth into his flesh. Phil held its head as far away from him as possible, his muscle weakening under the dog's massive strength. He heard shots being fired and felt the dog's body shake as it was struck. The dog howled and he took the opportunity to draw his pistol. He jammed the muzzle underneath the dog's mouth, where the neck and head merged, and fired. One round was sufficient to kill the dog and he pushed it off of him as he stood.

"Thanks for the assist." He said to Jessie after catching his breath.

"Yeah, you too." She jerked her head at the dog that had lunged for her.

Phil picked up his fallen rifle; the dog's claws must have sheared the sling in half. He removed the sling and tossed it to the ground. "Guess I have to lug it the old fashioned way now." He checked his magazine, reloaded a fresh one, and they moved on.

Both doors at either end of the hallway were locked, so they chose the one in the center. As they walked through they found themselves in another research lab, this one the largest by far. It was unmolested by any scenes of death or horror. Jessie glanced around and saw a computer. She ran over to it, sat down, and began her attempts to hack into the system.

Phil walked over to her and watched. "You think you can get in?"

Jessie nodded as she continued to type. "I hope so. If nothing else maybe we can find a map or blueprint, something that can help us get out of here."

Phil walked away and began to examine the room. Along one wall was some sort of storage system, is contents protected by thick metal doors. He saw no way to open it. He searched some of the other desks and came up with a few documents and notes, just the sort of evidence he would need. Reading through it he knew it was weak, but it was a start. He also found photographs of some of the experiments that supposedly took place in the room. He gathered it all together and, having discovered a small backpack in one of the wall lockers, shoved it all inside.

"Hey, look at this?" Jessie said from the desk.

"What is it?" Phil walked over and saw that she had indeed broken into the system.

She pointed at one of the icons on the screen. "Something labeled 'Cradle'." She opened the folder and found numerous icons; one was labeled 'Activate'. She glanced up at Phil and he nodded. She clicked the icon and almost immediately the doors that lined one of the walls began to slide open. They both turned and looked and wished that they hadn't opened the doors.

Beyond the doors was incubation chambers filled with a sickly yellowish green liquid. Inside each tube was some sort of creature, connected to tubes and filters. Two of them looked almost like human children.

"My God." Phil exhaled as he and Jessie walked towards them. "What the hell is wrong with these people?" He felt the anger filling up inside of him again. They examined the contents and saw that the two child-like bodies were the only ones that resembled humans. The others were indescribable, like nothing they had every seen before. Alien, yet somehow familiar. Their grotesque features frozen in the suspended animation of the tubes.

"Do you think they are alive?" Jessie asked. Before Phil could answer, they heard a crash from the far end of the room, followed by a loud, hideous cry. They both turned toward the noise, Phil raised his rifle, and motioned Jessie behind him. He stood ready as another creature appeared. It was similar to the zombies in basic body shape, but both of its arms' had long steel spikes fused to the ends where its hands should have been. It was covered in sharp prickly looking spikes and it had no eyes.

It was faster then the regular zombies as well and was quickly closing the gap between itself and the humans when Phil fired at it, aiming for its head. Five shots were successful in blowing its head off, but it continued to move forward, slower, however it did not fall. A loud cracking noise came from the creature, like bones being broken, and another creature shot forth from its neck. The parasitic being possessed numerous tentacles that whipped about, each containing razor sharp edges. Its head, if it could be called that, consisted of a gapping mouth, lined with hundreds of sharp, tiny teeth.

Jessie ran for cover as one of the tentacles whipped at her and wrapped itself around her ankle, dragging her to the ground. She screamed and tried to claw her way across the floor, but the thing continued to drag her towards it. Phil fired at the thing's head, attempting to kill it, but when he heard Jessie scream he turned to see what was happening. He ducked underneath another swinging tentacle and pulled out his combat knife. He rammed the blade through the tentacle that held Jessie and was rewarded with a shriek of pain from the monster; however it did not release the girl, so he continued to stab at the thing until he had severed the tentacle completely. He got back up, grabbed his rifle, and saw his opportunity. The loss of one of its appendages had hurt the creature and it was retreating from them. He opened fire again and after half of a magazine the parasite exploded and the monster died.

Jessie sat on the ground, rubbing her leg where the thing had attached itself to her; her skin was red and irritated. Phil knelt down and looked at it for her. "You think you'll be ok? Be able to walk?"

Jessie nodded, "Yes, I should be fine. It didn't cut me or anything; I think it's just a bad reaction." She said as she stood. She turned and went back to the computer. Phil was somewhat amazed at the girl's ability to react so calmly, must be another defense mechanism. "I need to find a map."

Phil watched the girl work, not looking back at the dead creature or the things in the tubes. Suddenly the phone on the desk began to ring. Jessie glanced up at him and they both knew who was more then likely at the other end. Phil hit the speaker button on the phone once more.

"I am starting to become annoyed by you and that little brat." Krumlanski spat.

"Sorry." Phil said back.

"Your abilities are far better then I had expected. I just cannot have you two destroying all my work."

"Then you shouldn't have brought us here to play your sick little game."

"I am sure going to enjoy watching you die, Mr. Corbin. That is of course after I kill all the rest of your friends. Remember, I am in control here, I am the one who makes the rules."

Phi said nothing. Upon hearing his silence, Krumlanski attempted another route to get at the man. "I see you've discovered my children. You should look closely; I made them just for you, my friend."

Phil glanced back at the tubes, "What?"

"It is truly amazing the things that can be accomplished with DNA these days. I felt so horrible after I destroyed your life all those years ago that I wanted to make up for it. Luckily I still had a sample of your wife's blood."

"What the hell are you talking about?" Phil asked disgusted by what the man was implying. Jessie listened as she heard the man, Krumlanski, try and break Phil emotionally.

"Look closer at the tubes. You know what I am saying. You see, Agent Corbin, I have always had the upper hand. I have always had control of you…and you know it."

Jessie watched as the man who had become her protector stepped away from the phone, a look of horror, shock, and fear etched across his face. "Stop this!" She shouted into the phone.

"Miss Bannon, I hope you can survive on your own from now. The man standing there with you is done. Isn't that right, Philip? You know I have won. You can never defeat me!" His cruel laugh echoed from the speaker, echoing across the room.

"I swear…" Phil started, but was cut off.

"What? That you'll kill me? You've been saying that for six years now and still here I am. Come to me then. I will show you what real pain is. Take a good look at that misshapen hulk that will one day become your precious wife and then we will see who the stronger man is. Your pathetic life is over, Mr. Corbin. Give up now and I will release Dr. Quest. Admit it to yourself; it's the only way you can escape."

"No." His response was barely audible.

"Do it, you selfish bastard." Krumlanski screamed, "I am tired of this game." Then he regained some of his composure. "Do it yourself and keep your dignity or else come to me and I will make you suffer more then you thought was humanly possible. I'm in the main control room. Continue on your current path and when you come to the stairs, follow them down. Ahead through the doors and you will be here. I would suggest you be a man and kill yourself now."

Jessie had heard enough, she saw the effect that Krumlanski's words were having and she slammed her hand down on the phone, killing the connection. She took the phone off the hook in order to prevent him from calling back. She turned and saw Phil in a state she had never seen. He had backed himself up against a wall and he slid down, his elbows on his knees, his head in his hands. She went to his side and knelt next to him, knowing she had to get him up and moving.

"You told me before not to listen to that man." Jessie started. "You have to do the same thing. Don't believe a word of what he said."

Phil shook his head, but did not respond. He reached into one of his pockets and pulled out an old photograph of himself and his wife, taken shortly before she was killed. He stared at it for a long while then let it slip out of his hands.

"He's afraid; I could hear it in his voice. He knows you are close so he's trying to break you down emotionally. He said those things because he knew it was the only way he could get to you. You can't let him win."

"He has won. He's right. I'm sorry." Phil said as he reached for his sidearm.

"No!" Jessie exclaimed, grabbing the man's hand. He stopped his movements. "You cannot do that. If you do he will have won. Don't you see, he knows he messed up and he scared to death to face you, so he's trying to manipulate you."

"Stop it, Jessie. You don't understand."

"Damnit, Phil, I do understand!" She barked, bringing a look a shock from the man, she had never called him by his first name before. "You need to man up and take this scumbag out." She lowered her voice again, "You can't leave me her alone. I'll never survive. Do it for me, please. Do it for all those people that we had to kill because he made them into those monsters. Do it for them and their families."

Phil looked at her, overwhelmed by the girl's resilience, but he knew she was right. He couldn't give up now. It was too close to the end. He stood back up, retrieved his rifle, took aim, and blew the incubation tubes apart. He would not believe what Krumlanski had said, could not believe it. Jessie smiled inwardly; Agent Corbin was back and he was pissed as all hell. Someone was going to pay. He walked back to the desk, glass crunching and gore splattering underneath his boots, picked up the backpack and handed it to the girl that had just saved him from his own destruction. Jessie moved to the computer and began typing.

"What are you doing?"

"I found some interesting information here. I don't have any way to save it so I'm e-mailing it back to myself and the Questworld mainframe in Maine." After completing her task she stood, ready to move on.

"Let's go and finish this once and for all."

Jessie smiled. "Hell yeah."

With that they moved out of the room without looking back, following the directions that Krumlanski had given them.

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Krumlanski was brewing with anger. He watched the video monitor, hoping to end his misery by witnessing Corbin's own self destruction, but the brat, Bannon, had stopped him. Then to make matters worse, he watched in horror as Corbin destroyed the incubation tubes, killing his children. He wanted that man dead, more so then he had wanted anything else in life.

Dr. Quest watched as Krumlanski fumed. He was pacing back and forth, babbling to himself. Finally he turned, barking orders at Dr. Elaim. "I want the Hades project waiting for him when he walks through those doors. I want to watch as my beautiful creation rips that man apart. I want his head in front of me."

"Hades is still unstable, Mikel." Dr. Elaim pleaded, "We don't know for sure how it will react once we release it."

"I don't care. I want Corbin dead. I want all of them dead!" Krumlanski glared at Dr. Quest. "This is all your fault, Quest. I tried to convince the board that you would never join us, but they wouldn't listen. Now your government friends are ruining my lab and all the work I have done."

"Perhaps you should have thought about that before you made this unholy pact with Lucifer." Dr. Quest countered.

Krumlanski stormed over to the man, Dr. Elaim rose out of his seat. "Mikel, don't do anything rash."

Krumlanski struck Dr. Quest across the face, a small trail of blood forming on the bearded man's lips. "Don't you ever speak to me in such a way, Dr. Quest, I can kill all of them this very moment if I so desired. If you think I am bluffing, go ahead and try me."

Dr. Quest stared back at the man, but said nothing. Krumlanski was unstable and Benton was not about to risk any more harm to the others. He stayed quiet and just hoped that the others would get here soon and end this nightmare.

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Approximately thirty minutes later Phil and Jessie found themselves in front of the door that Krumlanski had said led to his location. Phil checked his weapon, ensuring he had a fresh magazine locked and loaded, and a 40mm round in the tube of his launcher. He looked at Jessie, glad to have her by his side, but knowing they were about to enter a dangerous and deadly arena.

"Stay low and hidden, no matter what happens to me." Phil instructed. "My guess is Krumlanski is holding Dr. Quest and Hadji in there with him, but he's not going to just let us walk up and take them."

"Yes, sir." Jessie replied; seriousness etched into her words. "Let's get this over with."

"If you can, try and get to them. If not, just like I said, stay hidden and safe." He smiled at the girl, "Remember don't listen to anything he says, and don't believe him."

Jessie jabbed her finger into the man's chest. "That goes for you too."

Phil nodded, kept his weapon in the low ready and moved through the doors.

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To be continued…


	8. Chapter 8

I do not own Jonny Quest or Resident Evil. I am not making any money off of this. All I am getting from this is bleary eyes, a constant lack of sleep, and a bad cough from smoking too much.

I hope that those of you who have read my story are enjoying it. I haven't received any reviews yet, so I'm a little concerned. Either way, I'm going to finish it. Hope you all enjoy.

**WHEN NIGHTMARES WALK AMOUNGST US**

**CHAPTER 8**

Phil moved through the door, staying low in order to present as small a target as possible. As soon as he was in he scanned the area; attempting to take it all in at once and ascertain the best routes. They were in another large warehouse, boxes and crates stacked high, forming rows and passageways. He motioned to Jessie, telling her to get behind some of the crates and stay hidden. He moved forward down the main aisle, glancing off to the left and right as he passed open areas. He could see where the rows of boxes ended and the rest of the warehouse was clear. He saw a flight of metal stairs leading to a room with darkened windows, 'That must be where they are.' He thought to himself as he continued forward. The far wall contained large doors which must have been a docking bay for trucks, and a small door off to the left for workers to enter and exit. His view to the left and right was still obscured by the crates which prevented him from acknowledging a set of large reinforced steel doors off to the right. He stopped in his tracks as a voice came over the loud speaker.

"Ahh, so you have decided to come for the final performance." It was Krumlanski again, mocking him with his sarcastic and annoying voice. "Like I said before, it will be most enjoyable watching you die, Mr. Corbin."

Phil tried to ignore the man, cursing him aloud. Then he heard another sound off to his right, the sound of automatic doors being opened. "Meet my latest and most wonderful creation, Agent Corbin; he has been dying to meet you for so long. He's quite hungry." The words echoed off the walls of the large room.

Phil continued forward and emerged from the crates just as the doors slammed open. What he saw scared him to death. The beast had to be at least 8 or 9 feet tall. Its pale grey skin had a slimy appearance to it and he noticed that it was sexless. It was covered with crude stitching patterns across its body and two large, pulsating parasitic creatures were attached to its shoulders, their tentacles stuck into the thing's neck. Its head was gigantic and grotesque. Its eyes were completely black and its mouth was lined with huge fangs. One of its arms had a razor sharp blade fused to it, similar to the creature they had fought earlier; the other had a misshapen hand with four large fingers, each containing a long, hideous claw. Phil took the creature in within seconds and his hope began to sway. He could hear Krumlanski's sadistic laugh emanating from the speakers. The creature let out an unearthly cry and charged; it was fast, but due to its size it couldn't maneuver well among the crates..

Phil opened fire on the thing, the bullets ripped through its body, splattering a sick black-red blood about, but it continued on. The thing swung its clawed hand at him and he dove out of the way, but it still managed to graze his head. If it had connected fully he would more then likely have been decapitated. He shook off the pain and scrambled to his feet, trying to get back behind the crates for cover. He felt the side of his head; the thing's claws had ripped at his stitches, pulling them out and reopening his previous wound; the blood was already flowing freely.

He tried to think of a strategy, remembered Jessie and knew he had to get her out He ran to where he had motioned for her to go, but she was gone. He looked around frantically and saw her at the far end of the warehouse, trying to get up the stairs.

The creature called Hades had seen her as well and it turned to focus its attention on her. It stalked after her, its long bladed arm scrapping across the ground. Phil ran after it and began to fire, causing it to shriek, but whether in pain or anger, he didn't know. The thing turned on him and he kept firing, when he heard the click that indicated his magazine was empty he dove behind some boxes, quickly reloading. The beast crashed into the boxes, splinters of wood flying in every direction. The thing brought its fist down, aiming to crush Phil where he stood, but the man quickly rolled away at the last second. He came up on one knee and fired again, aiming for the creature's legs. The bullets pelted the creature, keeping it temporarily at bay. Phil decided to use a 40mm grenade, he was close and in danger of shrapnel, but at this point he was quickly running out of options and didn't care about the consequences. He got up and ran backwards, trying to put some more distance between him and the thing that was trying desperately to kill him. He turned, his breathing coming in quick ragged breaths, took aim and fired the M203, the round popping out and flying into the beast's leg. He had missed the knee, but the round did some damage. The creature staggered, fell, but was quickly returning to its feet. Phil tried to reload the launcher as he ran, moving away from the thing and heading towards the stairs where Jessie had gone. The creature was back up and in pursuit once again. Phil turned back towards it, but was too slow; the thing swung, knocking the rifle out of his hand and slicing his vest all the way to the skin. He fell backwards, banging his head on the floor. He winced in pain as he tried to stand, his body bloodied, broken, and weakened. When he looked up again the creature was standing over him, ready to kill.

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Jessie ran up the stairs, determined to get inside the control room. She had watched the huge monster as it attacked Phil, but she knew there was no way she could help him. If she could get to the control room, perhaps there was a way to stop it from there.

Without thinking she burst through the door of the room and was immediately grabbed and disarmed by one of the guards. He squeezed her arm, causing her to wince in pain. She saw Krumlanski watching the fight down below and her hatred grew. That thing was going to kill them all.

"Jessie!" Dr. Quest exclaimed and jumped to his feet; running towards the girl. The other guard stepped forward and slammed the butt of his rifle into the doctor's abdomen, causing him to keel over in pain.

"This is over now!" Krumlanski barked and he grabbed Jessie from the guard. "Kill him." He spat as he turned and left, holding Jessie as a hostage.

The guards raised their rifles at Dr. Quest, but they never got a chance to fire. Dr. Elaim pulled out a revolver and shot both the guards, killing them instantly. He hurried to Dr. Quest and helped him to his feet. "I'm so sorry, Benton. I can't believe it went this far. I just…"

Dr. Quest stared at the other man and nodded. "Help us. Can you stop that creature?"

Dr. Elaim shook his head, "No. There is nothing I can do for Agent Corbin."

"We have to do something." Benton spoke the words aloud, but in his heart he knew that there was little they could do to help the other man.

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Phil Corbin saw his life flash before his eyes as he lay helpless beneath the monster that Krumlanski had created. He was bleeding and broken and he was about to die. He kept his eyes open and watched as the thing raised it blade, ready to strike. He saw the arm swing down, but the blade never penetrated his flesh.

He heard the gunshots and saw the creature reel back as it was bombarded with bullets. The thing crashed to the ground, but it still wasn't dead. Phil rolled over and pushed himself up to his knees, spitting blood upon the floor. He looked up and saw Race, Jade, Jonny, and Hadji standing on a catwalk that led to the control room. He staggered to his feet, glancing back at the creature as it tried to stand.

"Phil," Race yelled. "Krumlanski took Jessie." He pointed to the door next to the docking bay. "Go get her. We'll take care of this thing."

Phil nodded and was moving. He saw his rifle at the foot of the stairs, realized he didn't need it so he picked it up and tossed it as far up the stairs as he could, then he stripped off his tactical vest, body armor, and grenade belt and did the same. Hopefully, if Race could reach them he could use them to kill that thing. That left him with his .45 and combat knife.

He ran to the door with all that the strength he had left. His lungs burned as he ran, but he could not allow the pain to slow him down. It was no longer about him or his vendetta against Krumlanski; he had to get Jessie back. Who knew what that psycho would do to her?

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Race saw Phil throw the weapon and ammo up the stairs and he ran for it. If he could get the launcher, he should have a chance against that thing. The creature was back up and moving; trying to figure out how to get its new prey to come to it.

Race fired at the thing as he ran to the stairs and grabbed the launcher and ammo. "Get into the control room." He yelled at the others. Jade led the boys to the room, her shotgun useless at this range, the pellets doing nothing more then enraging the unearthly creature further.

Race opened the tube, saw it was loaded, closed it, aimed and fired. He was successful where Phil had failed. The round hit the monster in the knee and exploded. It blew the creature's leg clear off. The monster howled in agony as it fell, but it continued to try and get to him, clawing its way forward, it claws making a horrible screeching sounds as they pulled the thing forward across the floor.

Race saw the parasites on the thing's shoulders and fired at them, the 5.56mm rounds ripping them apart. Soon one exploded and then the other. The monster convulsed as the creatures that were attached to it died. Race could see it was weak and he continued to fire, moving forward towards the thing. He reloaded the launcher, fired the last of his magazine into the creature's chest, and then took aim on its head.

"Go back to whatever Hell you came from." He growled through gritted teeth. He fired the 40mm round and watched as it flew into the creature's face and exploded. Blood and brain matter blew into the air, landing with audible thuds all around him. When the smoke cleared, the monster was dead, its head completely gone. Race's body relaxed as he lowered the rifle and slumped against the railing. Then he turned and ran to the control room.

Race was overwhelmed with relief when he saw Dr. Quest alive and relatively unharmed. The two men nodded to each other. "Doctor, are you alright?"

"I am now." Dr. Quest responded, still hugging Jonny closely to him. "Dr. Elaim knows how to blow this place sky high."

Dr. Elaim fidgeted nervously, "The whole place is rigged with explosives. In the event there was ever an outbreak we could destroy the whole facility, then cover it up as an unexpected explosion at an abandoned military weapon's depot."

"Charming," Race responded. "How soon?"

Dr. Elaim shrugged. "I can start the count down at any time."

"What about Jessie and Phil?" Hadji asked.

"We're not leaving without them." Race stated.

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Phil ran at the door, hit it with his shoulder and plowed through full motion. He stumbled down the stairs for which he was fortunate due to the fact that Krumlanski had been waiting for him and fired his pistol at him as soon as the door sprang open.

Phil regained his footing and ran in the direction of the gunshots. Krumlanski had turned and fled, but he still held Jessie in his grasp. Phil saw the man disappear around a corner. He followed and stopped as he reached the corner. He listened, heard Krumlanski swearing and babbling on; Jessie was crying. He took a quick look around the corner, saw the man was fumbling with a door to a black van, and stepped around the corner.

Krumlanski stopped when he heard Phil's footsteps and watched the man emerge from the hallway. He raised his pistol in his direction ordering the agent to stop. When he saw the other man continuing on he placed the pistol against the girl's head, which achieved the desired result.

"Don't come any closer. You are not going to ruin all this for me."

"Let her go." Phil demanded.

Krumlanski laughed, "Why? So you can have a clear target? I don't think so."

Phil reached down and drew his sidearm. Then he threw it to the floor, kicking it out of sight. He saw Jessie's eyes grow wide with shock and he tried to give her a reassuring look.

Krumlanski saw what Phil had done and contemplated shooting the man dead right then, however he wanted to make him suffer for all the grief he had caused him. "Fine." He stepped away from the truck and then in one motion, threw Jessie up against the side of the vehicle, her head banging against the side.

As soon as Krumlanski had released the girl Phil ran at the man. Krumlanski reacted by raising his pistol, not caring anymore, just wanting the man dead, but before he could take aim, Phil crashed into the man throwing them both into a pile of boxes that sat behind them. Krumlanski exhaled, the wind being knocked out of him from the force of the blow.

Phil jumped to his feet, grabbed the other man by the neck and hauled him off the ground. He punched the man in the stomach, then threw him up against the opposite wall. He no longer cared about anything, just killing Krumlanski. His rage had taken over completely. He did not know that Jessie was still conscious and was watching the whole scene as it unfolded. She cowered up against the van, wanting to run back, but not wanting to be alone.

Krumlanski tried to stand, but Phil was on him again in a matter of moments. He swung, pummeling the man's face and kicking him in the chest and side. Krumlanski, trying to block the blows, managed to get a foot up and thrust it into the other man's lower abdomen and groin, sending Corbin staggering backwards, but he did not fall. Krumlanski stood, glared at the other man, who glared back at him.

"You fool," he spat, still attempting to beat the man, "If you kill me another will just take my place. You cannot stop Umbrella."

Phil advanced again, slowly this time. Krumlanski tried to swing at the man, but Corbin blocked it, twisting and hyper extending the other man's arm and then brought his opposite elbow down against the arm. Krumlanski hollowed in pain and he heard and felt his arm snap in two. Phil let go and Krumlanski fell to his knees. Phil backed off watching the other man attempt to crawl away; he said nothing, rage still controlling him. He looked at Jessie, saw her fear, and went to her, he reached down to comfort her, but she cowered away from him. He stood back, unsure why she would act in such a way.

He looked back over and saw Krumlanski going for his fallen gun. The man had reached it and was bringing it up to fire with his one good arm. Phil stalked over to the man and slapped the pistol from his grip. It was at that moment that Krumlanski knew he was about to die. He had pushed this man too far, effectively sealing his own doom. Corbin reached down, grabbed the man off the floor, and then slammed him up against the wall once more. He held him in place, his left arm across the man's throat, his body pressed up against the squirming scientist. He reached around his back and withdrew his combat knife.

He pressed the knife up against Krumlanski's chest and felt the other man's body tense with fear. He had no control anymore as he slowly drove the knife into the man's flesh. He gritted his teeth as he stared into the dying man's eyes, feeling the blade as he continued to push further.

Krumlanski knew he was dying, but he would not give up, he would still win. He was choking on his own blood when he forced a grin and laughed in the face of the man who was currently taking his life. He looked Corbin in the eyes and spoke, his voice raspy and low. "You have become what I made you." He coughed up more blood, but continued. "You are my greatest creation."

Phil heard the man's words and slammed the blade the rest of the way into the man's chest. He held him there and watched him die. "There. Be done by as you did." Phil hissed at the dead man. Krumlanski's dying words killed him almost as effectively as he had killed Krumlanski.

After a few moments he released the dead man, pulling the blade out and letting the lifeless body fall to the ground. Corbin staggered backwards and fell to his knees, dropping the bloodied blade next to him. He looked at his blood soaked hands clenching them tightly as if trying to cleanse them of his sins. He looked back at the dead man and realized that he felt nothing. The anger was gone, the rage disappeared, but so had everything else. He had waited so long for this moment, but nothing came. No relief or joy. No guilt or fear. Nothing. 'What have I become?' He thought to himself.

Jessie stood up; the nightmare was over. She had watched with fear as Corbin killed Krumlanski, but she was also relieved. It was all over. She saw Corbin kneeling on the ground and she slowly walked over to him. She placed a hand on his shoulder and was surprised at how cold he felt.

"Mr. Corbin?" She said.

He did not respond; he didn't even move to acknowledge her presence.

"Mr. Corbin?" She said again. She moved to his side, kneeling next to him. He turned his face towards her and she saw his pain etched beneath the grime and blood. She couldn't interpret what he was probably feeling, but she attempted to reassure him. Jessie had not heard Krumlanski's dying statement to the man. "It's over now. We should get back to the others." She grabbed his arm as she stood and he stood up with her.

He moved to collect his pistol, but he left the knife where it was. "Jessie?" He said worry clouding his voice.

She turned back to him and saw the concern on his face. "Don't worry," she stated, "What happened here…will stay here. No one needs to know the details. Its alright, you did what had to be done. I for one don't think less of you for it."

Phil nodded his head. Finally he felt something, relief. She was right, it was over, and he knew that Jessica Bannon would keep her word. He had become something that he hated, something he never thought he could become, but she would keep his secret.

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Back in the control room, Dr. Elaim began typing in the self-destruct sequence codes. He knew what had to be done and only the total destruction of the facility would guarantee that all the creatures he helped create would be destroyed for good.

"They're back." Jonny exclaimed; he had been watching from the window and saw Jessie and Phil emerging from the door next to the docking bays. He ran out the door, taking the stairs two at a time, to greet them with the others following behind in step.

Jessie ran to her father as she saw him and jumped into his arms, embracing him tightly. She didn't want to let go, not after everything that she had been through.

"You ok, honey?" Race asked, concern etched into his voice.

"Yeah, I'm alright." She responded.

Race let her go and she went over to talk with Jonny and Hadji, hugging them as well, glad to see her friends were alright. Race looked at Phil, who just stared back at him, and without any words, Race knew that Krumlanski was dead. He nodded at his superior who gave him a slight nod back. Race handed the M4 with the M203 launcher back to Phil.

"You may want this back. Thanks for letting me borrow it." Race smirked.

"You fired it last, you get to clean it." Phil said as he took the weapon and some ammo back, reloading it. Just because Krumlanski was gone didn't mean they were out of the woods just yet.

Jade walked over to the man, placing a hand on his shoulder, "Glad to see your ok." She said softly to him.

Phil didn't respond, just glanced at her, but said nothing. He wasn't in a very talkative mood and the last thing he wanted was to discuss what he had just done.

Dr. Quest had been standing at the top of the stairs, not wanting to let Elaim out of his sight. "Come on, everyone, we're going to have to get out of this place in a hurry."

"Good, I for one will be glad once we are gone." Hadji stated.

Dr. Quest turned back towards the other scientist who was typing in the last of the sequence. "Dr. Elaim, please hurry."

Dr. Elaim finished the last of the code and the timer began to count down from twenty minutes. "It's done." He said, "Now you all have to get out of here, you have less then twenty minutes. Go back out the door they came from, follow the corridor and you'll get to the exit. I'm sure there are some vans there that you can use. The keys should be inside."

Dr. Quest eyed the other man, "You're coming with. You need to testify to what went on here. You can help stop Umbrella from ever doing this again."

"No, Dr. Quest. I would never make it to a witness stand, you know that." He lowered his head, ashamed of himself and what he had been a part of. "There is only one court left that can administer the punishment that I so rightly deserve."

Dr. Quest stepped towards that man, "You were deceived; forced to participate in these deadly experiments." He reached for the other man, but was pushed away; he pointed his revolver at Dr. Quest's face.

"Go, Benton. You're wasting time. I'm ready for my final judgment. Leave me to die with what little dignity I may have left."

Dr. Quest saw the determination in the other man's eyes. He turned and left, running down the stairs to the others. "We have to go now. We've only got about fifteen minutes before this place goes up in flames."

They all ran towards the door. Dr. Quest heard the single gunshot that emanated from the control room; he didn't stop as he sadly shook his head. 'This has all been a horrible waste of life.' He thought to himself as he followed the others through the halls.

Race and Phil ran as fast as they could through the halls, looking for their means of escape and hoping that Dr. Elaim hadn't set them up one final time. As the group passed the scene of Phil's and Krumlanski's final encounter they kept running. No one said anything, but the scene was clear, and Phil thought he could feel the others staring at him as they ran to the next hallway. He realized it was probably his own conscience and was relieved to finally have some emotions returning to his body.

As they reached the next corridor they saw at the end a large bay door where the trucks would enter. Unfortunately there were no trucks inside.

"Now what?" Jonny asked.

Race ran to the end and found a side entrance door unlocked. He nodded his head towards the others, "This way."

Race exited first, feeling the chill of the night's wind and was thankful to be out of that horrid building. It took a few moments for his eyes to adjust to the darkness, but as they did he saw one of the vans that Dr. Elaim had spoke of. "Over there." He stated as he pointed to the van and ran over to it. He tried to doors, but found them locked. He cursed under this breath, but before he could say anything, he saw Phil walk up to the driver's side window, raise his rifle, and smash the butt stock through the window. Then he reached in and unlocked the door.

"I could have done that." Race said as he walked past Phil and climbed into van, unlocking the other doors so everyone else could get in.

Dr. Quest, Jade, and the kids piled into the back of the van; it had no seats, but they didn't care, as long as they were leaving this place. Phil got into the passenger seat and Race jumped into the driver's seat. He couldn't find any keys, so he pulled out his knife and began to strip the steering wheel.

"How do you know how to do that?" Phil asked jokingly.

Race grinned, "Someone taught me once."

"You criminal." Phil retorted, "I need to review your file."

Race twisted some wires together and the engine roared to life. As he put the van into drive and hit the gas he replied, "If you want I'll show you how to do it."

Phil snorted back at Race, but smiled. Both Jonny and Jessie were somewhat amazed that the two men could speak so lightly about things in middle of escaping from the horror of the labs they had just scene.

Jonny shrugged, "Defensive mechanism, I suppose."

Race drove the van as fast as he could around the facility's yard towards the front gate. Dr. Quest glanced at his watch. "About eight minutes left I would say."

Race nodded and drove faster, he hit the front gate; bursting through the small opening and past the guard shack they had entered earlier in the day, but what seemed like ages ago.

They were entering the woods when they heard the first explosion. Soon the others began to go off and the sound was deafening. The kids tried to watch through the windows as the facility went up in flames, all evidence of Umbrella's horrible experiments destroyed in fire and rumble.

"Someone will have to know what went on at that place." Hadji said to no one in particular.

Race stopped the van next to the truck that they had parked in the woods. They didn't want to be seen driving an Umbrella vehicle and also the SUV would be more comfortable for everyone. Race collected all the weapons, ensured they were unloaded and put them in the back of the truck. Jade, Jonny, and Dr. Quest piled into the far back seat of the SUV, and Jessie and Hadji took the other. Race got back in to drive as Phil took the passenger seat.

"Anyone object to getting the hell out of here?" Race asked as he started up the truck.

There was a series of grumble and retorts, which Race took to be sarcasm, so smiling he began to drive off, back towards home, which seemed an awfully long ways away.

"We probably need to stop and get cleaned up somewhere." Race said, "I don't know about you, but walking around with monster goop all over me isn't exactly what I call fun."

"You do kind of smell, dad." Jessie said giggling.

Phil stared out the window at the passing trees, not saying anything. He was tired and his head was pounding; he wanted nothing more then to sleep and try and forget everything that had happened. Jessie tapped him on the shoulder, pulling him away from his thoughts as he glanced back at her.

'Thank you.' She mouthed silently to him and handed him a small scrape of paper. He looked at it and saw that it was the photo of him and his wife that he had dropped in the lab when Krumlanski was tormenting him through the phone. He smiled back at Jessie, glad she had recovered it for him. He noticed also that Jessie still had the backpack with the documents in it. It wasn't much, but perhaps it would be a starting point to bringing Umbrella down.

"Yeah, you too." He replied back to her. Then he closed his eyes and was asleep within minutes.

Race continued to drive, noticing that everyone in the truck was fast asleep, exhaustion finally catching up to them all. He would have to rest soon too, but for now he wanted to get as far away from that place as he could. He glanced at his friend and was happy that this episode was over for him, but Race knew that the next step would be Umbrella and he prayed that Phil Corbin and Intelligence One would have what it would take to bring the corporation to its knees, and if need be, Race would be there to see it done as well.

**THE END**

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I hope that those who read this enjoyed it. Sorry it took so long to get the last chapter out, but being in the Army takes up a lot of time and I am currently in command of my company, so I've been super busy.

Any and all feedback is welcome. Please let me know what you thought of this story, I may try and write another JQ/Resident Evil if the feedback is positive.


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